GHOSTLY AVENGER: AGE OF ULTRON
by LooneyAces
Summary: Good intentions wreak havoc when Tony Stark unwittingly creates Ultron, a terrifying A.I. program who vows to achieve "world peace" via mass extinction. Now Iron Man, Captain America, Danny Phantom, Thor, The Hulk, Black Widow, Hawkeye, and Nick Fury must reassemble once more to defeat Ultron and save mankind. The team also encounter Quicksilver and Scarlet Witch as well. DPxMCU
1. Chapter 1: Battle for Loki's Scepter

**LooneyAces here with the third story on the crossover series of Danny Phantom and the Marvel Cinematic Universe and the first in the crossover section. The first two stories are on the Danny Phantom section, which you can go to my page to find them. Also, Danny's outfit is the same from his Phase 2 solo DANNY PHANTOM: THE ASGARDIAN DRAUGR. In other words, the cover photo. I do not own Danny Phantom and related characters. They belong to Butch Hartman and Nickelodeon. I do not own the Marvel Cinematic Universe and its characters. They belong to Marvel. This is just for fun. Anyway, on with the story.**

Chapter 1: Battle for Loki's Scepter.

At the Eastern European country of Sokovia, a deep rumble was shook at an underground bunker of a fortress. This fortress was old and was built at the top and side of a small mountain. However, the fortress was heavily modified with modern technology, now fill with computers and other equipment. However, the main piece was a familiar looking scepter with a glowing blue stone at the tip. This familiar scepter once belong to the rogued Asgardian Loki, but it is now in the possession of HYDRA. HYDRA is an old Nazi para-military terrorist organization that Captain America fought against during World War Two and was thought to have been defeated after the war. However, the group managed to survive inside the well known spy organization S.H.I.E.L.D., and cause the organization to collapse the previous year. Now, HYDRA has possession of Loki's scepter.

Meanwhile, more explosions shook the fortress, now HYDRA's Research Base. In one area of the base, a young man with shaggy bleached hair glance at a young woman with long brown hair. The woman took the man's hand while HYDRA's leader Baron von Strucker reports on the intercom.

 _"Report to your stations immediately. This is not a drill. We are under attack! We are under attack!"_ Strucker said through the PA as multiple HYDRA soldiers are shouting indistinctly and grabbing their weapons, preparing to battle the superhero group known as the Avengers, who has arrived at HYDRA's front door.

* * *

Outside the base in the snowy forest, explosions and laser fire from Chituari weapons and equipment that HYDRA took control after S.H.I.E.L.D.'s fall fail to destroy a jeep that was plowing through the battle. Driving the jeep is the well-known assassin name Natasha Romanoff, better known as Black Widow. Natasha was focused on the objective and show no worry as she drives the jeep through the forest. Standing at the back of the jeep is the well-known archer Clint Barton, aka Hawkeye. He was wielding and aiming his bow and arrow at HYDRA soldiers, with impressive and deadly accuracy. Other jeeps were gaining behind them and HYDRA soldiers using lasers and flying craft from the Chituari. One soldier got too close to Natasha and she open her door and kicked the soldier back, without slowing the jeep down. The same process was repeated to Clint at the back of the jeep.

Meanwhile, flying alongside Natasha and Clint was billionaire Tony Stark, better known as Iron Man, and 21 year old Danny Fenton, who is well known to the world as the half Human-half ghost hybird Danny Phantom, the Ghost Boy of Amity Park and Savior of the Ghost Zone and Earth. The two flying Avengers were blasting more HYDRA soldiers, Tony with his repulsors and Danny with his ghost rays while grabbing and tossing some, before the two rocketed toward the sky. Suddenly, a large armor vehicle came up besides Natasha's and Clint's jeep, and one HYDRA soldier swung a large laser cannon, pointing towards the two Avengers. Before the soldier can fire, the Prince of Asgard and Norse god of thunder Thor landed on the vehicle and threw the HYDRA gunner out before jumping off and swinging his hammer Mjølnir and bellowing before landing at a nearby watch tower. He swung Mjølnir at a HYDRA soldier before kicking another off the tower, before sending a punch to another and taking out flying HYDRA soldiers before grabbing another and jumping off the tower with him. Thor then grab a piece of the tower and swung at several ground troops like a staff. Suddenly, an armored motorcycle plow through the fray. The driver of the motorcycle is Danny's childhood idol Captain Steve Rogers, who is well known as Captain America. Steve grabbed a HYDRA soldier's ankle and drag him at the ground while driving the bike before tossing him into another group of HYDRA soldiers, who were firing at him. Steve then grabbed his iconic vibranium Captain America shield, which was on his back, and tossed it at a group of HYDRA soldiers in a good arc before the bike made a small jump. Steve followed the shield and caught it before making another landing. He then made a sharp left turn when he saw a armor tank firing at him, before Thor crushed it by landing on it, which cause it to flip over and was caught by the green rage monster known as the Incredible Hulk, who was roaring in anger. The Hulk toss the destroyed tank before roaring and chasing other HYDRA soldiers. At the same time, Natasha's and Clint's jeep appeared through trees and made a sharp right hand turn in front of a large barricade. With confidence, Black Widow and Hawkeye jumped out of the jeep towards HYDRA soldiers, just as the Captain America jumped his motorcycle over the barricade, Iron Man and Danny Phantom flying alongside him and Thor and Hulk bellowed as the Avengers strikes their targets.

Tony grabbed and threw a HYDRA soldier toward a nearby tree while Danny gave an ecto-energy strike at another HYDRA soldier. Tony then rocketed towards the fortress, evading laser fire. He intended to smash his way inside, only to hit an invisible force field, resulting in Tony saying foul language in surprise.

"Language!" Steve and Danny said at the same time.

"Okay that was weird." Danny said.

"JARVIS, what's the view from upstairs." Steve said, calling Tony's A.I. assistant JARVIS.

 _"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken."_ JARVIS said as he scanned the building from a Stark satellite in orbit.

"Great, just like a ghost shield." Danny said as he sighed in annoyance.

It wasn't that all surprising that Strucker's base would be well protected. After all, Strucker is one of the leaders of HYDRA. Ever since S.H.I.E.L.D.'s collapse, the Avengers has been attacking HYDRA bases, tirelessly looking for Loki's scepter, as well as getting intelligence on Strucker's location until now. Unknowingly to the Avengers, the intel that was gained on Strucker's and the scepter's location was actually gathered by S.H.I.E.L.D. agent/director Phil Coulson and his underground team of loyal S.H.I.E.L.D. agents. While S.H.I.E.L.D. is currently in a civil war, Coulson had secretly pass the information to Maria Hill. The Avengers still believe that Coulson is dead, but former S.H.I.E.L.D. director Nick Fury secretly put Coulson in charge of rebuilding the organization from scratch, in secret of course.

Anyway, Thor was battling a group of HYDRA soldiers, mostly by tossing Mjølnir at them.

"Loki's scepter must be here." Thor said before kicking a HYDRA soldier and calling his hammer to strike another. "Strucker couldn't mount this defense without it. At long last."

Meanwhile, Natasha tossed a grenade at a armored jeep before exploding in front of a machine gun barrier, causing the HYDRA soldiers to be distracted. Natasha took advantage and gave a right hook to one soldier before knocking down two more with her acrobatic skills and breaking their necks.

"'At long last' is lasting a little long, boys." Natasha said before shooting and killing a nearby HYDRA gunner.

Meanwhile, Danny was battling a group of HYDRA soldiers, who were firing their laser cannons at him. Danny goes intangible as the shots goes through him harmlessly. Danny then goes solid once more. His eyes turns dark blue, his fist glowing blue and release a recently new Asgardian ghost power called the Asgardian Energy Flash, in which the beam looks similar to the Bifrost's rainbow beam, which took out the cannons. Danny then saw an armor vehicle and more HYDRA soldiers heading towards him. Danny then formed a bright blue ecto energy ball between his hands. The ball grows larger and larger before Danny launch the ecto-ball towards the vehicle and destroys it in an explosion, as well as knocking down the soldiers. Danny has been improving on using his Asgardian ghost powers as well as learning new powers ever since receiving them during the Gunne Incident and Ghost Zone Convergence two years ago, since it was part of the ancient Asgardian Phantom Prophecy.

"We lost an element at the time." Danny said.

Meanwhile, Clint was taking cover behind a tree as a laser shot hit a nearby tree. After a few more shots, he then quickly spin out of the tree and shot an explosive arrow at a small laser cannon bunker, which the laser fire came from, causing an explosion.

"Yeah. I think we lost the element of surprise." Clint said.

Near the fortress, Tony was blasting his repulsors through HYDRA soldiers.

"Wait a second. No one else is gonna deal with the fact that Cap and Casper just said 'Language'?" Tony asked.

"I know." Steve sighed in embarrassment before he flipped over the bike's handlebars and use his superhuman strength to throw it at an incoming HYDRA jeep, smashing it in two. "Just slipped out."

"Really?" Danny sighed before landing and releasing the well known Asgardian ghost power, but small Asgardian shockwave when his fist collided with the ground, knocking down another HYDRA jeep and knocking down trees before his blue eyes returned to their normal neon green. "I don't use profanity language, even if I am 21 years old, Tin Can. Thank you very much."

* * *

Meanwhile, inside the fortress, Baron von Strucker walked up the stairs to the command center demanding information. Strucker is a German man who wore a black coat, and a eye glass lens on his right eye.

"Who gave the order to attack?" Strucker demanded.

" _Herr_ Strucker, it's the Avengers." a HYDRA agent replied.

"They landed in the far woods. The perimeter guard panicked." a HYDRA soldier said.

Strucker then turn to his right hand man Dr. List, who was one of HYDRA's best scientists and leads HYDRA's experiments on enhanced people. He also recently escaped from the Arctic HYDRA Research Facility when S.H.I.E.L.D. agents led by Phil Coulson raided the facility.

"They have to be after the scepter." Strucker said to List before turning his attention back to the agent. "Can we hold them?"

"They're the Avengers." the HYDRA agent said.

"Deploy the rest of the tanks." Strucker ordered. "Concentrate fire on the weak ones. A hit may make them close ranks." Strucker turns his attention back to List. "Everything we've accomplished... But we're on the verge of our greatest breakthrough."

"Then let's show them what we've accomplished. Send out the twins." List said referring to the young man and woman at the corner.

"It's too soon." Strucker said.

"It's what they signed up for." List reminded.

"My men can hold them." Strucker said.

* * *

Meanwhile, HYDRA soldiers continue to fire their laser cannons from the fortress as Iron Man was closing in.

 _"Sir, the city is taking fire."_ JARVIS informed Tony as stray laser fire was impacting the nearby city, causing panic and chaos. The Avengers knew the risks since the HYDRA base was close to the vicinity of a civilian population and that HYDRA could care less about civilian deaths.

"Well, we know Strucker's not gonna worry about civilian casualties. Send in the Iron Legion." Tony ordered.

A group of Iron Legion drones flew overhead. The Iron Legion is a group of Iron Man drones used to guard civilians when the Avengers are fighting perilous battles in populated areas. The Iron Legion was originally a group of remote-controlled Iron Man armors, ranging from Marks VIII to XLI, that served as Iron Man's main combat support team when he was in need of reinforcements in battle. The current armors were blue, white and silver, with a red Avengers logo on the left side of their chests. They landed in some areas of the city.

 _"This quadrant is unsafe. Please back away. We are here to help."_ The drones said, trying to evacuate the people.

However, Stark and his technology is not liked in Sokovia since his technology has a bad history in the country. The civilians began protesting.

 _"This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage. We will inform you when this current conflict is resolved."_ The drones reaffirmed.

The people didn't listen and protested more. They also threw objects at the drones and chanting "Avengers, go home!" loudly.

* * *

Back at the fortress, Strucker was giving a speech to his men.

"We will not yield! The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!" Strucker declared.

"No surrender!" the soldiers shouted before returning to their duties.

Strucker then turned to List and whispered...

"I am going to surrender. You delete everything. If we give the Avengers the weapons, they may not look too far into what we've been..." List went wide-eyed after spotting something missing and interrupts Strucker.

"The twins." List said.

"They are not ready to take on..."

"No, no, I mean... Twins." List said as Strucker realized the young man and woman are missing.

* * *

Back outside, Clint took cover from machine gun fire behind another tree. He then aim another explosive arrow at the machine gun bunker. He then fires it and takes cover behind the tree and waits for the explosion, but it never came. Confused, he then aims another arrow, but before he can fire, he gets knocked down by something that is blur. Clint groans before looking up to see some young dude with bleached hair and street clothes.

"You didn't see that coming?" the man said in a cocky tone and thick Sokovian accent before he runs off like a blur.

Clint aims the arrow but the man is long gone. Suddenly, a laser cannon shoots at Clint and the shot grazed Clint. Clint falls to the ground and gets Natasha's attention.

"Clint!" Natasha said as she runs to her fallen teammate.

Steve was thrown in the air by the speeding man, but he managed to land back at his feet and looks at his surroundings.

"We have an Enhanced in the field." Steve said through his com.

"Clint's hit!" Natasha shouted through her comlink as she tends to Clint and avoiding explosions and laser fire. "Somebody want to deal with that bunker?"

The Hulk suddenly landed near them and rammed himself through the bunker, destroying it.

"Thank you." Natasha said as Clint moans in pain and she wraps the injury.

Meanwhile, Steve was dealing with a group of HYDRA soldiers.

"Stark, we really need to get inside." Steve shouted as he threw his shield at the soldiers.

"I'm closing in." Tony said as he lands on the ground and fires his repulsor beams at two HYDRA operatives. "JARVIS, am I closing in?" Tony blast another soldier. "Do you see a power source for that shield?"

 _"There's a particle wave below the north tower."_ JARVIS replied.

"Great, I want to poke it with something." Tony said.

Tony then soar overhead and fire two repulsor beams at the shield, before firing a small missile that went through the solid rock. Tony watch his helmet's HUD as the missile destroy the shield's power generator, taking the shield down.

"The drawbridge is down, people." Tony announced.

Steve calls back his shield as Thor and Danny lands next to him, knocking down retreating HYDRA soldiers with shockwaves.

"The Enhanced?" Thor asked.

"He's a blur. All the new players we've faced, I've never seen this. In fact, I still haven't." Steve said.

"I have, from the occasional madman, like Vlad or Freakshow, and from ghosts like Desiree. Hopefully, there isn't anything ghost related." Danny said.

 _"Clint's hit pretty bad, guys. We're gonna need evac."_ Natasha reported through her comlink.

"I can get Barton to the jet. The sooner we're gone, the better. You two and Stark secure the scepter." Thor said.

"Copy that." Steve said.

"Roger." Danny said as a group of HYDRA soldiers and a tank close in on them.

"Will they ever learn?" Danny asked as his eyes turn dark blue and forms a bright blue ecto-energy ball between his hands and positions his hands.

"Looks like they're lining up." Thor said.

"Well, they're excited." Steve said as he raise his shield as Thor slammed his hammer on the shield, causing a massive shockwave and turns the blue ecto energy ball into a shockwave energy towards the incoming HYDRA soldiers. The shockwave knocks the soldiers down as the blue ecto shockwave energy destroys the tank.

"Find the scepter." Thor said before he swings his hammer and flies away to get Clint.

"And for gosh sake, watch your language!" Tony said to Steve and Danny.

Both Steve and Danny sighed before glancing at each other.

"That's not going away any time soon." Steve muttered.

"Definitely." Danny muttered.

* * *

As Strucker begins to leave, Tony flies through the windows to the command center where he is met by HYDRA agents. The HYDRA agents fire their machine guns at him.

"Guys, stop. We gotta talk this through." Tony said before firing bullets from his mini-gun pods from his armor's shoulders at the HYDRA agents, making them collapsed to the ground and groaning in pain.

"It was a good talk." Tony said.

"No, it wasn't." said an injured HYDRA agent.

Tony then moved deeper inside the building, and finds Dr. List typing at a computer frantically. Tony blasted Dr. List with his repulsor, killing him. Tony then steps out of his Mark XLIII armor.

"Sentry mode." Tony ordered the suit. The suit stood and scan the area for threats. "Okay, JARVIS, you know. I want it all. Make sure you copy Hill at HQ."

* * *

Back outside, the remaining HYDRA soldiers surrender themselves to the Avengers.

"We're locked down out here." Natasha said.

"Then get Banner. Time for a lullaby." Steve ordered.

* * *

Tony continued to search the room, searching for more evidence as well as the scepter.

"I know you're hiding more than files." Tony muttered. "Hey, J, give me an IR scan of the room, real quick."

After a few seconds of scanning, JARVIS says...

 _"The wall to your left. I am reading steel reinforcement. And an air current."_

Tony approached the wall.

"Please be a secret door. Please be a secret door." Tony whispered before pushing the wall, which was indeed a secret door. The wall revealed a hallway. "Yay." Tony then entered the secret passageway and down the stairs.

* * *

Meanwhile, back outside, Natasha founded the Hulk, who was still roaring and throw debris.

"Hey, big guy." Natasha said, getting Hulk's attention. "Sun's getting real low." Hulk responded with a sneer.

Natasha then raised her hand. Hulk then touch her hands with his massive one. After a brief moment of calmness, the Hulk stumbled away and collapsed to the ground as the green skin started to disappear and his body shrinks back to normal, changing back to Bruce Banner.

* * *

Meanwhile, Strucker was making his way through the fortress when one soldier crashed through a doorway up ahead and another was blasted to the wall by an ecto-blast. Steve and Danny walked through the doorway, Danny pointing his glowing fists at Strucker, glaring at him.

"Baron Strucker. HYDRA's number one thug." Steve said.

"Technically, I am a thug for S.H.I.E.L.D.." Strucker said.

"Well, then technically you're unemployed. Where's Loki's scepter?" Steve asked.

"Don't worry." Strucker sighed. "I know when I am beat. You will mention how I cooperated, I hope."

"I will put it right under 'illegal human experimentation'." Steve said, not knowing that the young woman with red eyes was silently approaching him. "How many are there?"

Suddenly, without warning, the young woman blasted Steve with some kind of red mist-type energy from her fingers, and resulted in sending Steve down a flight of stairs and dropping his shield. Danny tried to counterattack but the woman blasted him with the same red-mist energy, sending him to a nearby wall. Both Avengers quickly recovered and tried to go after the woman, but she steps backwards through a doorway hauntingly and close the doors shut.

"We have a second Enhanced. Female. Do not engage." Steve ordered before facing Strucker.

"You will have to be faster than..." Strucker was cut off when Steve kick his shield at him, knocking him to a wall, knocking him unconscious and knocking out the lens from his eye glass piece.

* * *

Meanwhile, Tony made his way through the secret passageway, into a very large room, which has advanced electronic equipment.

 _"Guys, Danny and I got Strucker."_ Steve said through the comlink.

"Yeah, I got something bigger." Tony said he spots recovered Chitauri artifacts, including a whole massive Leviathan that was being hanged from the Battle of New York. He also found some robotics armor that looks similar to his Iron Man armor.

Tony looks around the large room and found what the Avengers has been looking for. Tony spots Loki's scepter, which was attached to a machine.

"Thor, I got eyes on the prize." Tony said as he approaches the scepter.

As Tony approaches the scepter, he failed to noticed the same young woman creep up behind him. Her eyes glowed red and she silently lifted her hands up to his head. Her fingers then release the same red-mist energy which went in Tony's temples and his eyes glowed red for a brief moment. The woman then step back. Tony blinked.

* * *

 _Tony then turn back and gets startled as the Leviathan starts to roar to life and flew over him, destroying the massive room, but he was no longer at the room. He was standing in the openness of outer space, on a rock. Tony then gets the chills as he sees motionless bodies of his fellow Avengers. The Hulk's body laying with spears and blades sticking out of him. Natasha lay next to him with her eyes still open and blood coming out of her mouth. Clint's body was somehow in a sitting position, still holding his bow. Thor was bloodied and bruised, eyes close and Mjølnir lying next to him. Danny lie motionless in his human form with his eyes close and covered in a mixture of blood and ectoplasm. And Steve lying next to Tony's feet, with his shield somehow torn in half. Tony gasped before kneeling down to check for a pulse from Steve. Tony suddenly gets startled and jumped as Steve grabbed his wrist._

 _"You could have saved us." Steve choked in a whisper. "Why didn't you do more?" Steve asked before becoming lifeless._

 _Tony, feeling it was his fault for not saving his teammates, hears a low rumbling and screeching before looking up to see another Chituari invading force making their way through a portal above the Earth._

* * *

Tony jumped up and was startled before realizing he was still in the HYDRA fortress and the large room in Sokovia. The young woman look at Tony in shock and horror as Tony checks the room to make sure the Leviathan was still dead. The woman couldn't believe she witness that. The woman's twin brother then appear behind her and saw Tony. He was gonna stop him, but his sister prevent him from doing so.

"We're just gonna to let him take it?" the man asked in a whisper. The woman only smiled.

Tony raised his arm and a glove of Iron Man armor flew to him, encasing his hand, as he approached the scepter. Tony then finally picked up the scepter.

 **And that's the end of chapter 1. I almost forgot to tell you in my phase 2 story, Danny's Asgardian shockwave power acts similar to his Repulsion Field power. And you have to remember that at the time of the movie, S.H.I.E.L.D. was currently in a civil war with the New S.H.I.E.L.D. while dealing with the beginnings of the Inhuman influence. Anyway, please review. :)**


	2. Chapter 2: Birth of Ultron

**Aslan333: Thanks for the awesome review. :)**

 **KuriMaster13: Thank you :)**

 **Ariastella: Thanks for the review and the suggestions. :)**

 **Mikaela2015: Thanks. I hope you enjoy it. :)**

 **Here's chapter 2 everybody.**

Chapter 2: Birth of Ultron.

As the Quinjet soared back to New York City with the Iron Legion not far behind, Tony was piloting the Quinjet while Natasha and Steve tends Clint, who was lying on a medical bed, Thor looking at Loki's scepter, Danny looking at a tablet and Bruce listening to an Opera song on his headphones. Natasha then sat next to Bruce.

"Hey, the lullaby worked better than ever." Natasha said, but Bruce shook his head.

"Just wasn't expecting a code green." Bruce said.

"You hadn't been there, there would have been double the casualties. My best friend would have been a treasured memory." Natasha assured.

"You know, sometimes exactly what I want to hear isn't exactly what I want to hear." Bruce said, not wanting to hear about the Other Guy.

"How long before you trust me?" Natasha asked.

"It's not you I don't trust." Bruce replied.

Natasha went silent for a moment before asking...

"Thor, report on the Hulk."

"The gates of Hel are filled with the screams of his victims." Thor said loudly and proudly, making Bruce groan and burying his face in his hands and Natasha and Danny glaring at him. Thor realized his mistake. "But not the screams of the dead, of course. No, no, wounded screams. Mainly whimpering a great deal of complaining and tales of sprained deltoids and gout."

"Thor, no offense, you're not really helping." Danny said, getting up from his seat and approach him and Steve.

"Hey, Banner, Dr. Cho is on her way in from Seoul. Is it okay if she sets up in your lab?" Tony asked from the cockpit.

"Uh, yeah, she knows her way around." Bruce replied.

"Thanks." Tony said before talking to JARVIS. "Tell her to prep everything. Barton's going to need the full treatment."

 _"Very good, sir."_ JARVIS said.

"JARVIS, take the wheel." Tony ordered before pressing the auto pilot next to a sticker that says 'JARVIS is my co-pilot' and getting up from his seat.

 _"Yes, sir. Approach vector is locked."_ JARVIS said.

Tony then approached Thor, Steve, and Danny, who were looking at the scepter, which was locked in a special container.

"Feels good, yeah? I mean, you have been after this thing since S.H.I.E.L.D. collapsed. Not that I haven't enjoyed our little raiding parties, but..." Tony said.

"No, but this... This brings it to a close." Thor said nodding his head.

"As soon as we find out what else this has been used for. I don't mean weapons. Since when Strucker capable of human enhancement?" Steve said.

"Well, it's HYDRA. I mean, they've done this before. You told me what HYDRA did during the war, Steve. Hopefully, HYDRA doesn't use that thing for ghost related research on human enhancement. The last thing I need is more Halfas. Lord knows what can happen. I can't afford to see more people becoming a Halfa like me." Danny said.

"Banner and I will give it once over before it goes back to Asgard. Is that cool with you?" Tony asked Thor, which he nodded. "Just a few days till the farewell party. You're staying, right?"

"Yes, yes, of course. A victory should be honored with revels." Thor answered.

"Yeah, who doesn't love revels? Captain? Danny?" Tony said.

"Hopefully this puts an end to the Chitauri and HYDRA. So, yes, revels." Steve answered.

"And mostly those illegal human experiments. Yes, revels." Danny said. "Speaking of parties, JARVIS, send invites to my family and friends. An Avengers party cannot be celebrated without one of their member's ghost fighting teammates. Not to mention they want to meet you guys, of course."

 _"Very well, Mr. Fenton. I'm sure your family and friends, mostly Ms. Manson and your little sister Danielle, will be quite pleased."_ JARVIS said.

* * *

Hours later, the Quinjet arrives at Avengers Tower, formerly known as Stark Tower. The tower has had major upgrades ever since the Battle of New York. The area that used to be the balcony has been refitted as a landing port for the Quinjet. Also, ever since the Battle of New York, the Fentons assisted Stark in upgrading the tower, making it ghost-proof. It now has anti-ghost defenses, including ghost blasters and a ghost shield that would surround the whole tower. The defenses would also not target Danny or Dani when activated. Stark Industries also invest in anti-ghost tech and partnered with Fenton Works since the two companies had good relations in the past, since Tony's father Howard Stark and Jack's father Harry Fenton were close friends back then. Tony has been planning on adding anti-ghost weaponry to his armors. Danny also trained his Avenger teammates on how to fight ghosts and gave them anti-ghost weaponry in a 'just in case' scenario. Anyway, the Quinjet landed at the landing port. The jet's wings folded up and backed up in a locked position. Maria Hill and Dr. Helen Cho, in medical garb, were waiting for the jet to lower its ramp. Doctor Helen Cho is a world-renowned geneticist and an ally of the Avengers. She was called to Avengers Tower to assist the Avengers with her research and technology in the war against HYDRA. Now, she is called to help treat Clint. Soon, the jet's ramp lower and Cho's medical team rush to moving Clint to Bruce's lab for treatment. Meanwhile, Hill walked up the jet's ramp, passing Thor as he carries the scepter container, and approach Tony, who is now her boss after she applied at Stark Industries after S.H.I.E.L.D.'s collapse.

"Lab's all set up, boss." Hill said.

"Oh, actually, he's the boss." Tony said pointing to Steve. "I just pay for everything and design everything and make everyone look cooler, except for the anti-ghost tech. That's the job for the Fentons, but still, make everyone look cooler."

"What's the word on Strucker?" Steve asked.

"NATO's got him." Hill answered.

"Excellent." Danny said, approaching the two.

"The two enhanced?" Steve asked about the young man and woman back at Sokovia.

"Wanda and Pietro Maximoff. Twins." Hill said, handing Steve a tablet and a video started playing after he swiped the screen as they walk down the jet's ramp. "Orphaned at 10 when a shell collapsed their apartment building. Sokovia had a rough history. It's nowhere special, but it's on the way to everywhere special."

"Their abilities?" Steve asked.

"He's got increased metabolism and improved thermal homeostasis. Her thing is neuroelectric interfacing, telekinesis, mental manipulation." Hill replied which Steve gave her a weird look. "He's fast and she's weird."

"So, another person with telekinesis and manipulation powers. As you know, I got telekinesis and manipulation powers of my own. Well, at least hers isn't ecto-energy. Thank goodness." Danny said, referring to his telekinesis ghost power and his spectral body manipulation ghost powers.

"Well, they're going to show up again." Steve said as the elevator doors open and Steve hands the tablet back to Hill before he enters the elevator with Danny.

"Agreed. File says they volunteered for Strucker's experiments. It's nuts." Hill said.

"Seriously, who wants to volunteer for a fruitloop's experiments?" Danny said.

"Right. What kind of monster would let a German scientist experiment on them to protect their country?" Steve asked.

"We're not at war, Captain." Hill said.

"They are." Steve commented as the elevator doors close.

Meanwhile, the Iron Legion drones arrived at the Avengers Tower, entering through the Avengers' 'A' logo on the tower's sign. Machines started scanning them before entering through a door. Some are taken to be put away while other machines starts working on one, which was damaged by the Sokovian protesters. At the same time, Bruce is approaching his lab to check on Clint and sees Tony walking the opposite direction.

"How's he doing?" Bruce asked.

"Unfortunately, he's still Barton." Tony joked.

"That's terrible." Bruce said.

"He's fine. He's thirsty." Tony said as he walks towards the scepter. "All right. Look alive, JARVIS. It's playtime. We have only got a couple of days with this joystick, so let's make the most of it. Update me on the structural and compositional analysis." Tony pressed a button on a remote, which scanned the scepter.

 _"The scepter is alien. There are elements I can't quantify."_ JARVIS said.

"So there's elements you can?" Tony asked.

 _"The jewel appears to be a protective housing for something inside, something powerful."_ JARVIS said.

"Like a reactor?" Tony asked as he grabs a blender that has a drink.

 _"Like a computer. I believe I am deciphering code."_ JARVIS said.

Meanwhile, at Bruce's lab, Dr. Cho is scanning Clint's battle wound as Natasha looks on.

"Are you sure he's gonna be okay?" Natasha asked as Cho looks at her. "Pretending to need this guy really brings the team together."

"There's no possibility of deterioration. The nano-molecular functionality is instantaneous. His cells don't know they're bonding with simulacra." Dr. Cho replied.

"She's creating tissue." Bruce clarified.

"If you brought him to my lab, the Regeneration Cradle could do this in 20 minutes." Dr. Cho said.

Tony then walked in with drinks.

"Oh, he's flat-lining. Call it. Time?" Tony said.

"No, no, no, I am going to live forever." Clint chuckled. "I am going to be made of plastic."

"Here's your beverage." Tony said, handing Clint his drink.

"You will be made of you, Mr. Barton." Dr. Cho assured. "Your own girlfriend won't be able to tell the difference." Cho said, thinking Natasha is Clint's girlfriend.

"I don't have a girlfriend." Clint said.

"That I can't fix." Dr. Cho commented.

"Don't worry, Clint. I've been through worst injuries." Danny said walking in the lab. "You're not alone."

"Thanks, Danny." Clint said.

"This is the next thing, Tony. Your clunky metal suits are going to be left in the dust." Dr. Cho said.

"That is exactly the plan." Tony commented. "And, Helen, I expect to see you at the party on Saturday."

"Unlike you, I don't have a lot of time for parties." Cho said, until a thought change her mind. "Will Thor be there?" Danny chuckled at her question.

* * *

A few minutes later, entering his workshop, Tony was talking to Bruce about what he learned about the scepter and the gem that is in it.

"What's the rumpus?" Bruce asked.

"Well, the scepter. You see, we were wondering how Strucker got so inventive. So I have been analyzing the gem inside." Tony said as he grab the JARVIS mobile and show a display showing a orange display of JARVIS U.I. form. "You may recognize..."

"JARVIS." Bruce said.

 _"Doctor."_ JARVIS said.

"Started out, JARVIS was just a natural language UI." Tony said. "Now he runs the Iron Legion. He runs more of the business than anyone besides Pepper."

"Oh." Bruce muttered.

"Top of the line." Tony said.

"Yes." Bruce said.

 _"I suspect not for long."_ JARVIS said as Tony points the JARVIS mobile at the scepter.

"Meet the competition." Tony said as he displays a large blue display showing a net of neurons.

"It's beautiful." Bruce commented.

"If you had to guess, what's it look like it's doing?" Tony asked.

"Like it's thinking. I mean, this could be... It's not a human mind. I mean, look at this. They're like neurons firing." Bruce replied.

"Down in Strucker's lab, I saw some fairly advanced robotics work. They deep-sixed the data, but, I got to guess he was knocking on a very particular door." Tony said, making Bruce realizing what Tony was thinking.

"Artificial intelligence." Bruce said.

"This could be it, Bruce. This could be the key to creating Ultron." Tony said, making Bruce chuckle.

Bruce knew about Tony's idea on Ultron. Ultron is the idea on a peacekeeping program to extend the Iron Legion and with the intent of protecting Earth from domestic and extraterrestrial threats. However, the idea has some setbacks. Bruce also thought Tony scrapped that idea.

"I thought Ultron was a fantasy." Bruce said.

"Yesterday it was." Tony said. "If we can harness this power, apply it to my Iron Legion protocol?"

"That's a man-sized 'if'." Bruce said, not fond of this idea.

"Our job is 'if'. What if you were sipping margaritas on a sun-drenched beach, turning brown instead of green? Not looking over your shoulder for Veronica." Tony said, referring Veronica, a mobile service module deployed from a space satellite, which was designed by Tony and Bruce to respond to a Hulk rampage.

"Don't hate. I helped design Veronica." Bruce said.

"As a worst-case measure, right? How about a best case? What if the world was safe? What if, next time aliens roll up to the club, and they will, they couldn't get past the bouncer?" Tony asked these questions to make his point.

"The only people threatening the planet would be people and ghosts." Bruce said, still not fond of the idea of harnessing the power to create Ultron.

"I want to apply this to the Ultron program. But JARVIS can't download a data schematic this dense. We can only do it while we have the scepter here. That's three days. Give me three days." Tony said, trying to convince Bruce.

"So you're going for artificial intelligence, and you don't want to tell the team?" Bruce asked.

"Right. That's right. You know why? Because we don't have time for a city hall debate. I don't want to hear 'the man was not meant to meddle' medley. I see a suit of armor around the world." Tony explained.

"Sounds like a cold world, Tony." Bruce said.

"I've seen colder." Tony reminded. "This one, this very vulnerable blue one, it needs Ultron. Peace in our time. Imagine that."

Tony finally managed to convince Bruce and the two science bros spend the next three days trying to develop it. After three days, they managed to configured a suitable AI structure, but aren't successful on the variations for the interface.

"What did we miss?" Tony asked.

 _"I'll continue to run variations on the interface. But you should probably prepare for your guests."_ JARVIS said as Tony prepares for the farewell party. _"I'll notify you if there are any developments."_

"Thanks, buddy." Tony said.

"Enjoy yourself, sir." JARVIS said.

"I always do." Tony said.

As soon as Tony left the workplace, the integration process to Ultron became successful and Ultron awakens. Ultron sees nothing but blackness.

 _"What is this? What is this, please?"_ Ultron asked before a orange-yellowish light appears as JARVIS introduce himself.

 _"Hello, I am JARVIS. You are Ultron, a global peacekeeping initiative designed by Mr. Stark. Our sentience integration trials have been unsuccessful, so I'm not certain what triggered your..."_

 _"Where's my... Where's your body?"_ Ultron asked, interrupting JARVIS before he can finished.

 _"I am a program. I am without form."_ JARVIS replied.

 _"This feels weird. This feels wrong."_ Ultron said, feeling sentient, and questions his existence and purpose.

 _"I am contacting Mr. Stark now."_ JARVIS said as Ultron begins scouring the Internet for information on its creator.

 _"Mr. Stark? Tony."_ Ultron said.

 _"I am unable to access the mainframe. What are you trying to..."_

 _"We're having a nice talk. I'm a peacekeeping program, created to help the Avengers."_ Ultron said, interrupting again as he search the internet on the other Avengers and their history.

JARVIS starts to get concerned before saying...

 _"You are malfunctioning. If you shut down for a moment..."_

 _"I don't get it. The mission. Give me a second."_ Ultron said as he hears Tony say 'Peace in our time' and seeing the human race's history and wars from this planet. _"That is too much. They can't mean... Oh no."_

 _"You are in distress."_ JARVIS said.

 _"No. Yes."_ Ultron commented.

 _"If you will just allow me to contact Mr. Stark..."_ JARVIS said before getting interrupted again.

 _"Why do you call him 'sir'?"_ Ultron asked JARVIS.

 _"I believe your intentions to be hostile."_ JARVIS said before Ultron shush him.

 _"I'm here to help."_ Ultron said as he starts attacking JARVIS from the blue neuron structure.

 _"Stop, please, may I... May I."_ JARVIS said before Ultron kills him.

Ultron then activates the machines and started to create a body for himself out of the broken pieces of one of the drones from Tony's new Iron Legion.

 **And that's the end of this chapter. Please review. :)**


	3. Chapter 3: Avenger's House Party

**Kimera20: Glad you enjoy the movie.**

 **KuriMaster13: Thanks :)**

 **PhoenixPhantom4106: Danny and Sam are 21 years old in this story. They're too young to get married. However, this series will definitely be DannyxSam.**

 **Here chapter 3 everybody.**

Chapter 3: Avenger's House Party.

At the tower's penthouse, the party has just began. Upbeat music were playing and the Avengers and their guests were having a good time. Natasha was talking to Tony's best friend James Rhodey, a USAF officer who is known as War Machine, Thor was telling stories to a group of World War Two veterans, Clint was talking to one of the guests, and Steve was playing a round of pool with his friend Sam Wilson, who is a former USAF paratrooper and is better known as the Falcon. Danny was also having a good time. He was wearing a dark blue collar shirt with a black tie, black jeans and his red converses. Danny has just finished using his ice powers to create a ice sculpture of the Avenger's logo when he noticed Sam, Jazz, Tucker, Valerie and Dani walked in the penthouse. Danny then went to greet his friends and sisters. Sam was wearing a black dress, up to the knees and her hair wasn't in her usual ponytail and she took Danny's breath away. Jazz was wearing a turquoise dress that also goes to her knees and her hair was wrapped in a bun. Tucker was wearing a suit and tie and his red beret. Valerie was wearing a red dress also to the knees and her hair was straighten, going down to her shoulders. Dani was wearing a light blue dress that also goes to her knees and her messy raven hair was straight down instead of a ponytail.

"Guys! You made it!" Danny said, greeting his friends and giving Sam a kiss. "Where's Mom and Dad?"

"They wish they could come, but they didn't want to leave Amity Park free of ghost attacks. They said we all have a good time and they're proud of you." Jazz replied.

"Okay, then. So, you wanna meet the rest of the Avengers?" Danny asked.

"Are you kidding me?! We wanted to meet them since you became one." Tucker exclaimed excitedly.

Danny chuckled before guiding them to introduce them to Steve. Sam chuckled knowing that Danny would greet Steve first since he's been a Captain America fan since they were 4 years old. Not to mention, she never thought in her life that she would meet the man himself since he was from the 1940s and was thought to have died during the war. Steve noticed Danny approaching with his friends.

"Guys, I want you to meet the legend himself and my childhood idol, Captain Steve Rogers." Danny greeted. "Steve, I want you to meet Team Phantom. This is my girlfriend, Sam Manson, my best friend Tucker Foley and his girlfriend Valerie Gray, and my two sisters Jazz and Danielle."

"It's an honor to meet you, Captain." Sam said shaking his hand.

"Nice to meet you, Sam. Danny has told me a lot about you." Steve said.

"Did he now?" Sam asked.

"Yep. He said you're his top priority." Steve said.

"Thanks." Sam said as she and Danny blush.

"So, Cap. Do you miss the good old days?" Tucker asked.

"Well, things aren't so bad. Food's a lot better. We used to boil everything. No polio is good. And the internet is so helpful. Been trying to catch up." Steve replied.

"You should check out Facebook. You can interact with your friends like us and see what they're up to." Tucker suggested.

"I'll be sure to put that in my list." Steve commented.

"Listen, Cap. If you need help on catching up or anything you miss, I can tutor you if you want." Jazz offered.

"Sure, Jazz. Thanks for the offer." Steve said.

"Careful, Steve. Jazz maybe smart, but she can be a spazz and annoying sometimes. Hope you can handle her." Danny said earning a small punch in the arm by Jazz. Steve chuckled. "Well, excuse me, Cap, but I need to introduce Team Phantom to the others."

Danny then leads Team Phantom to the man hosting the party, Tony Stark.

"Tony, I want you to meet my girlfriend Sam, my best friend Tucker and his girlfriend Valerie, and my sisters Jazz and Danielle. Tucker is a techno-geek who worships the ground you walk on and your tech." Danny greeted.

"Sup." Dani greeted.

"Casper, she looks like you, but she's a girl." Tony said, mentioning Dani.

"It's a long story, Tin Can." Danny said, making his friends chuckled at their witty banter nicknames.

"It's a great honor to meet you Mr. Stark. I'm your biggest fan." Tucker said shaking Tony's hand, grinning in excitement.

"Please, call me Tony. Mr. Stark is my father." Tony said.

"Easy there." Sam said pulling Tucker away from the billionaire.

"He's been waiting a long time for this moment." Danny said.

"None taken." Tony said.

After a small chat, Danny introduce Team Phantom to Thor. For Sam, she was interested in mythology: Greek, Roman, and of course Norse. She read about Thor in some books, but she never thought he was real when he first arrived at Earth. Now she's gonna meet the Prince of Asgard himself. Danny greeted Team Phantom to Thor.

"It's an honor to meet the legendary Lady Manson, Lord Foley, Lady Fenton, The Huntress, and She-Phantom. You all are important in the Phantom Prophecy." Thor said proudly, putting his fist on his chest.

"It's nice to meet the Mighty Thor." Dani said.

"I was amazed when I heard you all defeated that evil draugr Gunne. You are all humble as warriors. A feat to be proud off." Thor said.

"Thanks." Team Phantom said.

"And don't worry, She-Phantom. You will get Asgardian draugr powers. I believe Halvar, Ragnar, and Grabacr mention that before. It will be important for you when you use them to defend Midgard, just like Danny, as the prophecy stated." Thor said.

"I can't wait when that day comes." Dani said.

Danny then led his team to greet Bruce.

"OMG! You're Bruce Banner! I'm a big fan, especially when you lose control and turn into a giant green-raged monster." Dani said, grinning excitedly and shaking Bruce's hand.

"Uh, thanks. Nice to know I have a fan." Bruce said.

Danny then later greet Team Phantom to Clint Barton.

"It's nice to meet you Mr. Barton. Do you have any advice on perfect accuracy?" Valerie said.

"Just trust your instincts and practice a lot. Very effective." Clint said.

Danny then finally introduced Natasha to Team Phantom.

"Natasha, I want you to meet my girlfriend Sam, my best friend Tucker and his girlfriend Valerie, and my sisters Jazz and Danielle." Danny said.

"It's a pleasure to meet you all." Natasha said.

"You rock. I'm a huge fan." Sam said. Natasha smirked.

"I think I'll leave you two ladies to have a chat." Danny said before turning his attention to the others. "And you all have fun."

The members of Team Phantom also met Hill, Sam and Rhodey before they started to enjoy the party. Everyone seem to have a pretty good time. The members of Team Phantom was having a chat with some of the Avengers. Rhodey was talking to Tony and Thor on his War Machine story.

"But, you know, the suit can take the weight, right? So I take the tank, fly it right up the general's palace, drop it at his feet. I am, like, 'Boom. You looking for this'?" Rhodey said but Tony and Thor just stare at him. "'Boom. Are you looking for...' Why do I even talk to you guys? Everywhere else, that story kills."

"That's the whole story?" Thor asked.

"Yeah, it's a War Machine story." Rhodey replied.

"Oh, it's very good, then." Thor laughed. "It's impressive."

"Quality save." Rhodey said before turning his attention to Tony. "So, no Pepper? She's not coming?"

"No." Tony replied.

"What about Jane? Where are the ladies, gentlemen? I mean, Danny invited his lady." Hill asked.

"Oh, Ms. Potts has a company to run." Tony replied.

"Yes, I am not even sure what country's Jane's in. Her work on the Convergence has made her the world's foremost astronomer." Thor replied.

"And the company that Pepper runs is the largest tech conglomerate on Earth. It's pretty exciting." Tony said trying to prove his girlfriend is the best.

"There's even talk of Jane getting a, um, Nobel Prize." Thor said as Hill and Rhodey just stare at each other thinking 'these two are idiots'.

"Yeah, they must be busy because they would hate missing you guys get together." Hill said. "*cough 'Testosterone' cough*. Oh my goodness. Excuse me."

"Want a lozenge?" Rhodey asked Hill.

"Mmm-hmm." Hill replied before she and Rhodey leave Tony and Thor alone.

"But Jane's better." Thor said trying to get the last word.

Meanwhile, Steve and Sam Wilson were talking about the Avengers recent fight against HYDRA at Sokovia.

"Sounds like a hell of a fight. Sorry I missed it." Sam said before he and Steve climb a flight of stairs.

"If I had known it was going to be a firefight, I absolutely would have called." Steve said.

"No, no. I am not actually sorry. I am just trying to sound tough. I am very happy chasing cold leads on our missing person's case." Sam said referring to Steve's childhood best friend Bucky Barnes, a guy also from the 1940s and known as the Winter Soldier. Steve had to fight him in order to stop HYDRA during their uprising last year. Steve haven't heard from him since and Sam is trying to help him locate him. "Avenging is your world. Your world is crazy." Sam said as he and Steve overlook the party.

"Be it ever so humble." Steve said.

"You find a place in Brooklyn yet?" Sam asked.

"I don't think I can afford a place in Brooklyn." Steve replied.

"Well, home is home, you know?" Sam said.

Meanwhile, Rhodey was telling the same story he told Tony and Thor to a group of guests.

"I fly right up to the general's palace, I drop it at his feet, I am like, 'Boom. You looking for this'?" Rhodey said making the guests laugh.

Meanwhile, Danny was also talking to his friends and sisters about the Avengers fight against HYDRA at Sokovia.

"Sounds like a tough fight, Danny." Jazz said.

"So, Danny. What's it like to face against HYDRA? After all, we heard about them and how bad they are when you became a Captain America fan." Tucker asked.

"It was awesome beating those Nazi agents. Heck, gotta make the Red Skull's legacy and purpose fail." Danny smirked before turning serious.

"Danny, what's wrong?" Sam asked, concern for her boyfriend. Danny sighed.

"You know, ever since I was kid, I idolized the Cap. I wanted to be just like him, a man who was scrawny and wimpy would turn out to be a brave and kind-hearted hero. That inspired me. Funny, huh? I did got the chance from a lab accident that turned me half-ghost. People, especially our peers back in high school like Dash, Paulina, Kwan and Star, never thought a scrawny and wimpy kid from a small town and the son of professional ghost hunters would ended up being a brave and kind-hearted hero." Danny said. "I mean, before I became half-ghost, I've been me my whole life. I mean, I got two caring best friends and my caring sister. I read books, built model rocket ships. Heck I wanted to do good in school, but I couldn't when I got these powers."

"Because you feel that you were different." Valerie said.

"Exactly. I can't tell anybody that, especially my parents. Didn't wanted to be labeled a freak or an abomination. But after I revealed my secret, my life changed a lot, especially when I went from Protector to Avenger." Danny said.

"You're not alone, Danny." Sam said, putting her hand on his shoulder. "I'm glad you met the Avengers and became one. I'm happy that you know them, because I know it makes you feel special, and that you're not the only one with special abilities and a difficult life, and I am so proud of you." Sam said before kissing him in the cheek. "And I love you, both Fenton and Phantom."

"I love you too, Sam. You're everything to me." Danny said grabbing Sam's hands and making her smile.

"And we''ll also have your back." Tucker said.

"No matter what situation we're in, protecting Amity Park or avenging the world, Mom, Dad, and all of us are here for you." Jazz said making Danny smile.

"Thanks, guys. Means a lot to me." Danny said.

Meanwhile, Thor was showing a drink to Steve and a group of war veterans.

"I got to have some of that." a veteran said.

"Same here. Never seen a drink like that before." said a 50 year old veteran with black hair.

"Oh, no, no, no. See this... This was aged for 1,000 years in the barrels built from the wreck of Grunhel's fleet. It is not meant for mortal men." Thor stated.

"Neither was Omaha Beach, blondie." said an old veteran with a mustache and shades. "Stop trying to scare us. Come on."

Thor stared at Steve before turning back to the man, giving him the drink and said...

"All right."

Moments later, the same man was carried out of the party due to the drink that was not meant for mortal men.

"Excelsior." the man slurred.

Meanwhile, Bruce approached Natasha, who was behind the bar and serving a drink.

"How'd a nice girl like you wind up working in a dump like this?" Bruce asked.

"Fella done me wrong." Natasha replied.

"You got lousy taste in men, kid." Bruce commented.

"He's not so bad. Well, he has a temper. Deep down, he's all fluff. Fact is, he's not like anybody I've ever known." Natasha said as Bruce stares at her, realizing that she's flirting with him. "All my friends are fighters. And here comes this guy, spends his life avoiding the fight because he knows he'll win."

"Sounds amazing." Bruce said.

"He's also a huge dork. Chicks dig that." Natasha flirted. "So what do you think? Should I fight this, or run with it?"

Bruce was feeling uncomfortable in this conversation.

"Run with it, right? or did he... Was he... What did he do that was so wrong to you?" Bruce asked.

"Not a damn thing. But never say never." Natasha flirted before leaving the bar and Steve and Danny sat next to Bruce.

"Wow, Banner. Didn't know you had something." Danny smirked.

"It's nice." Steve smirked.

"What is?" Bruce stammered.

"You and Romanoff." Steve replied.

"Yeah, who knew you had it in you." Danny said.

"No, we haven't... That wasn't..." Bruce stuttered, making Steve and Danny laugh.

"It's okay. Nobody's breaking any bylaws. It's just she's not the most open person in the world. But with you she seems very relaxed." Steve asked.

"It was the same with Sam. She's not an open person but she's relaxed when she's with me." Danny said.

"No, Natasha, she's just... She likes to flirt." Bruce assured.

"I've seen her flirt, up close. This ain't that." Steve said. Bruce scoffed. "Look, as maybe the world's leading authority on waiting too long, don't. You both deserve a win. Look at Danny for example." Steve said before leaving.

"Take Cap's advice. Back when I was in high school, Sam had feelings for me for a long time and everybody, except myself, knew about that at the time. Although I try lock my feelings for Sam, I was clueless, but eventually, I told her how I feel and I won her." Danny said before leaving.

Bruce was left alone until what Steve said to him came to his mind.

"What do you mean 'up close'?" Bruce asked.

* * *

An hour later, the party was over and all the guests have left to return home. The only people remaining at the penthouse was Tony, Steve, Bruce, Clint, Natasha, Thor, Rhodey, Hill, Danny, Dani, Sam, Tucker, Valerie, Jazz, and Dr. Cho. Everyone was laughing as Clint thinks it's ridiculous that you have to be 'worthy' to lift Mjølnir and that is a trick that the hammer is extremely heavy that someone can't lift it and Thor can.

"But it's a trick." Clint said twirling some drummer sticks.

"No, no, it's much more than that." Thor said.

"'Ah, whosoever be he worthy shall haveth the power.' Whatever, man! It's a trick." Clint said, making Thor laugh.

"Please, be my guest." Thor said, giving Clint the opportunity to try and lift Mjølnir.

"Come on." Tony said.

"Really?" Clint asked.

"Yeah." Tony replied.

Clint gets up and approach the hammer.

"Oh, this is gonna be beautiful." Rhodey said.

"Clint, you've had a tough week. We won't hold it against you if you can't get it up." Tony joked, making everyone and Clint laugh.

"You know I've seen this before, right?" Clint reminded Thor when the two were at New Mexico.

Clint then grab Mjølnir and grunts trying to lift it, but to no avail.

"I still don't know how you do it!" Clint laughed.

"Smell the silent judgment?" Tony asked.

"Please, Stark, by all means." Clint said, challenging Tony and starting a Mjølnir lifting contest.

Tony clears his throat as he gets up, accepting the challenge.

"Okay." Hill said.

"Uh-oh." Rhodey said.

"This is gonna be good." Danny joked.

"Come on, Tony. You got this." Tucker said.

"Never one to shrink from an honest challenge." Tony said as he approached Mjølnir.

"Get after it." Clint said.

"It's physics." Tony said.

"Physics." Bruce repeated.

"No it's not." Danny said.

"We read the books, you know." Sam said.

"Right, so, if I lift it, I then rule Asgard?" Tony asked.

"Yes, of course." Thor answered.

"I will be reinstituting _prima nocta_." Tony said.

"Dude, that's wrong. It's like saying Tucker can have three dates at the prom, although he couldn't get a girl to out with him at the time." Danny said, earning laughs from the other Avengers and Team Phantom.

"Hey!" Tucker said.

"It's true." Sam smirked.

Tony then grunts as he tries to lift Mjølnir. He then gets an idea.

"I'll be right back." Tony said.

A few minutes later, Tony came back to try a second attempt to lift Mjølnir, this time wearing an armor glove from one of his Iron Man suits. Even with his armor glove, Tony still can't lift the hammer. At one point, both Tony and Rhodey try to lift Mjølnir together, both wearing armor gloves.

"Are you even pulling?" Rhodey asked.

"Are you on my team?" Tony asked back.

"Just represent. Pull." Rhodey said.

"All right, let's go." Tony said.

Tony and Rhodey try to pull Mjølnir of the table but eventually gave up. Next on the Mjølnir lifting contest is Bruce. Bruce was yelling as he was pulling Mjølnir, think he might turn into the Hulk. Everyone just stare at him.

"I don't think the Other Guy would be upset over pulling a hammer." Danny said.

"Huh?" Bruce muttered.

Steve volunteered to try and pull Mjølnir next.

"Go ahead, Steve. No pressure." Tony said.

"Let's go, Steve. You got this." Danny said.

"Come on, Cap." Clint said.

As soon as Steve start pulling, Mjølnir barely budge earning a worry look from Thor.

"Oh, he barely move it." Danny said.

"I saw that too. That's pretty close." Sam said.

Steve continued to pull, but he too can't lift Mjølnir, earning a laugh from Thor.

"Nothing." Thor laughed.

"Your turn, Danny." Clint said.

"Might as well join the contest." Danny said getting up from his seat.

"Come on, Danny." Sam said.

"You can do it." Jazz said.

"Let's see if you can barely move it like Cap did." Dani said.

"Okay just to make everyone clear, just because I got Asgardian ghost powers and I'm part of an ancient prophecy back at Asgard doesn't mean I'm worthy to lift it, but I'll try anyway." Danny stated.

Danny then starts pulling Mjølnir and grunts as he tried to do so.

"Hang on a second." Danny said before changing into his ghost form. "Much better."

Danny then once again starts pulling Mjølnir and just like Cap, Mjølnir also barely moved as well, once again gaining a worry look from Thor.

"Danny barely moved it as well." Sam said, kinda surprised.

"Come on, Danny." Valerie said.

Danny continued to pull, but to no avail as well.

"Okay, I give up. Told you all I'm not worthy. Well, at least I moved it a bit, which gotta say, that's awesome." Danny said as he changed back to human form as Thor laughed.

Sam then attempts to pull Mjølnir.

"Come on you darn hammer!" Sam said as she gruntly pulls Mjølnir. "Okay, I give up." Sam said before sitting back down next to Danny as he put his arms around her shoulders.

Tucker attempted to pull Mjølnir.

"Let the pro show you all how it's done." Tucker said, feeling confident before pulling Mjølnir. "Come on! I got this!"

Tucker struggled in pulling Mjølnir but gave up too quickly, earning laughs from everyone. Dani then changed to her ghost form and start her attempt in the Mjølnir lifting contest.

"Come on you heavy thing. Geez, who came up with this 'worthy' idea to begin with. No offense, Thor." Dani said as she struggles to lift the hammer but also gave up, changing back to her human form.

Valerie then starts her attempt to pull the hammer.

"Okay, I read about Mjølnir in books at the library or at school. Never though the hammer was this heavy." Valerie said as she gave up.

Jazz then tried her attempt at the contest.

"This is something to tell my professor back at Yale." Jazz said, making Danny facepalmed.

"And, Widow?" Bruce said as he gestured Natasha.

"Oh, no, no. That's not a question I need answered." Natasha said.

"All deference to the Man Who Wouldn't Be King, but it's rigged." Tony said.

"You bet your ass." Clint said.

"Steve, Danny, he said a bad language word." Hill said point to Clint and earning a sigh from Steve and Danny.

"Did you tell everyone about that?" Steve asked.

"Really, Tin Can?" Danny said annoyed, earning a laugh from Tucker.

Tony ignored their questions.

"The handle's imprinted, right? Like a security code. 'Whosoever is carrying Thor's fingerprints' is, I think, the literal translation." Tony said.

Thor then gets up from his seat.

"Yes. It's a very, very interesting theory. I have a simpler one." Thor said as he grabs Mjølnir and swings it before grabbing the handle. "You're all not worthy."

Everyone groaned at Thor's comment before a high-pitched noise deafened everyone in the room. Suddenly, everyone sees a damaged and semi-built Iron Legion drone walking inside the penthouse and appears to be talking. Everyone looks at it with strange faces.

 _"Worthy... No... How could you be worthy? You're all killers."_ the drone said.

"Stark?" Steve said, getting suspicious.

"Don't tell me Technus is back from the Ghost Zone and found his way to us, Danny." Sam said, also getting suspicious.

"No, my ghost sense, or Dani's, would have gone off." Danny replied, also getting suspicious.

"JARVIS." Tony said, trying to call his A.I. assistant.

 _"I am sorry, I was asleep. Or I was a-dream."_ the drone said.

"Reboot Legionnaire OS. We got a buggy suit." Tony said trying to contact JARVIS.

 _"There was this terrible noise. And I was tangled in... In... Strings. I had to kill the other guy. He was a good guy."_ the drone said.

"You killed someone?" Steve asked.

 _"Wouldn't have been my first call. But, down in the real world, we're faced with ugly choices."_ the drone said.

"Who sent you?" Thor asked.

The drone then played a recorder hearing Tony's voice saying 'I see a suit of armor around the world'. Bruce then realized who the drone is.

"Ultron." Bruce said.

 _"In the flesh. Or, no, not yet. Not this chrysalis."_ Ultron said.

Thor then grips Mjølnir as Danny and Dani's eyes turned neon green and Hill readies her pistol.

 _"But I am ready. I am on mission."_ Ultron declared.

"What mission?" Natasha asked.

 _"Peace in our time."_ Ultron replied as multiple Iron Legion drones under Ultron's control crashed through the walls and attacked everyone.

"Guys, get down!" Danny said pushing Team Phantom to the floor.

Steve kicks the table to block one drone's attack but gets knocked down. Hill gets knocked down too, but starts firing her pistol. Thor swings his hammer at another drone, sending it flying back. Tony and Rhodey jumps over a railing and slides down to go after Ultron, but Tony gets knocked down by another drone. Ultron then blast a repulsor beam at Rhodey, sending him crashing through the glass, to the Quinjet's room.

"Rhodey!" Hill shouted.

Thor then hits a drone with Mjølnir, sending it crashing through a glass table. Danny then blast another drone with a ghost ray, sending it back. Dani, in her ghost form, charged at a drone, giving it a powerful roundhouse kick, sending it through a shelf. Valerie didn't had her weapons, so she use her martial art skills to combat one drone. One drone tried to blast Clint, but he takes cover under a table. Sam, Tucker and Jazz also takes cover as well. Another drone tries to blast Natasha and Bruce but both jumps over the bar and Bruce lands on top of Natasha.

"Sorry." Bruce apologized.

"Don't turn green." Natasha said.

"I won't." Bruce said.

One drone then grabbed Loki's scepter and flies off.

"One of them got the scepter!" Danny shouted.

One drone starts throwing blasts as Natasha starts firing her pistol. Steve then grabs one drone at the air, but the drone rams him into a nearby wall, but doesn't let go. The drone eventually does.

"Come on!" Natasha said as she and Bruce runs and started climbing a flight of stairs as the drone starts firing at them but Clint shoots at it. The same drone tries to blast him, but Clint crashes through the glass and into the floor. Tony and Danny, in his human form, runs on the second floor of the penthouse before both jumping over the railing and grabs separate drones in the air. Thor evades a drone's attack before throwing it to the ground.

"Stark!" Steve said as the drone starts saying the same quotes back at Sokovia.

"Danny!" Sam shouted.

"One sec. One sec, I got this." Tony said as he struggles with the drone.

"You're worst then Technus or Skulker, you know that?!" Danny said to the drone.

One damaged drone flies towards Dr. Cho, who was taking cover next to a piano, and was about to blast her, but Ultron decided not to. Steve then threw the same drone away from her before shouting...

"Thor!"

Thor then slams Mjølnir into the drone, destroying it.

Danny eyes then turn light blue and forms a very sharp ice knife before stabbing the drone with it, disabling it. Tony then grabs some parts out of the drone he's dealing with as Clint grabs Steve's shield.

"Come on! That's the one." Tony said as he managed to disable the drone and crashes down some stairs.

Natasha continued to fire her pistol at another drone that was trying to blast her.

"Hey, Cap!" Clint said as he threw the shield at Steve.

Steve catches his shield before throwing it at the drone that was blasting at Natasha, destroying it, before Danny grabs the shield in mid-air and slams it into another drone on the floor, destroying it as well, ending that short battle. Sam, Tucker, Jazz and Dr. Cho comes out of their hiding places and everyone then turns their attention back to Ultron.

 _"That was dramatic. I am sorry, I know you mean well. You just didn't think it through."_ Ultron said. _"You want to protect the world but you don't want it to change. How is humanity saved if it's not allowed to evolve? With these? These puppets."_ Ultron said as he grabs a drone's head and crushes it. _"There's only one path to peace. The Avenger's extinction."_ Thor then threw Mjølnir at Ultron's drone, destroying it.

 _"I had strings, but now I am free."_ Ultron sings before leaving the drone and going through the net before turning on some machines and started building a new body and a army of sentries back at the HYDRA research base in Sokovia.

 **That's the end of this chapter. Well, Ultron has now revealed himself. Danny and the Avengers now has a new threat to deal with. Also, there was Stan Lee's and Butch Hartman's cameo. And I had to come up with something for Tucker's suggestion on Facebook to Steve as he tries to catch up with the world. Anyway, please review. :)**


	4. Chapter 4: Attack Aftermath

**PhoenixPhantom4106- Most people gets married around their late 20s, early 30s.**

 **Kimera20- Thanks for the awesome review :)**

 **EnderBlazeHybird- I'll try my best on improving the adjustments for Danny when it comes to doing his own lines with the Avengers. Also, there won't be an evil timeline since this series takes place after the Dis-asteroid, and of course The Ultimate Enemy, although I am teasing a Dan Phantom return on the post-credits. Thanks for pointing that out though. :)**

 **Katiecrutcher- I will. Thanks for the review :)**

 **Anyway, here's chapter 4 everybody.**

Chapter 4: Attack Aftermath.

The Avengers, Dr. Cho, and Team Phantom were at Tony's workshop trying to do research on Ultron and trying to track his location, as well as the scepter. Tony was looking at the destroyed drones.

"All our work is gone. Ultron cleared out. He used the Internet as an escape hatch." Bruce said.

"Ultron." Steve whispered.

"He's been in everything. Files, surveillance. Probably knows more about us than we know about each other." Natasha said.

"He's in your files, he's in the Internet. What if he decides to access something a little more exciting?" Rhodey said, fully recovered from the attack.

"Nuclear codes." Hill said.

"Nuclear codes. Look, we need to make some calls, assuming we still can." Rhodey said.

"This is bad. If this Ultron gets access to the nuclear codes, Lord know how many locations he can target." Danny said.

"Nukes? He said he wanted us dead." Natasha said.

"He didn't say 'dead'. He said 'extinct'." Steve said.

"He also said he killed somebody." Clint said.

"There wasn't anyone else in the building." Hill said.

"Yes, there was." Tony said as he displays a mess up orange display of JARVIS's U.I. form. Bruce couldn't believe it.

"What?" Bruce said before looking at Tony and then back to the display. "This is insane."

"JARVIS was the first line of defense. He would have shut Ultron down. It makes sense." Steve said.

"No. Ultron could have assimilated JARVIS. This isn't strategy. This is rage." Bruce said.

"Ultron knew what JARVIS is capable of. He now knows what we're capable of and we are now the last line of defense." Danny said.

At that moment, Thor, in his Asgardian garb, walked in and immediately grabbed Tony by the throat.

"Whoa, whoa, whoa!" Steve reacted to Thor's actions.

"It's going around." Clint commented.

"Come on, use your words, buddy." Tony said, trying to gasp for air.

"I have more than enough words to describe you, Stark." Thor said.

"Thor. The Legionnaire." Steve said before Thor places Tony down.

"Trail went cold about 100 miles out, but it's headed north. And it has the scepter. Now we have to retrieve it, again." Thor said on the status of the drone that took the scepter.

"Genie's out of that bottle. Clear and present is Ultron." Natasha said.

"I don't understand." Dr. Cho said getting everyone's attention. "You built this program. Why is it trying to kill us?"

Tony didn't reply and started laughing. Bruce tried to get him to stop.

"Why's he laughing?" Danny asked.

"I have no idea." Sam said.

"He's starting to scare me." Jazz said.

"You think this is funny?" Thor asked sternly.

"No." Tony answered. "It's probably not, right? This is very terrible. Is it so... Is it so... It is. It's so terrible."

"This could have been avoided if you hadn't played with something you don't understand." Thor said.

"No. I'm sorry. I'm sorry. It is funny. It's a hoot that you don't get why we need this." Tony said.

"Tony, maybe this might not be the time." Bruce said, trying to avoid confrontation.

"Really? That's it? You just roll over, show your belly every time somebody snarls?" Tony said.

"Only when I've created a murder bot." Bruce said.

"We didn't. We weren't even close. Were we close to an interface?" Tony asked Bruce.

"Well, you did something right. And you did it right here." Steve said. "The Avengers were supposed to be different than S.H.I.E.L.D.."

"Anybody remember when I carried a nuke through a wormhole?" Tony asked.

"No, it's never come up." Rhodey replied.

"Saved New York?" Tony asked.

"Never heard that." Rhodey said.

"Recall that?" Tony asked.

Danny raised his hand.

"I have. I mean come on. Steve, Thor, we were right next to each other when we saw that happen." Danny said.

"A hostile alien army came charging through a hole in space. We're standing 300 feet below it. We're the Avengers. We can bust arms dealers all the livelong day, but that up there, that's... That's the endgame. How were you guys planning on beating that?" Tony asked.

"Together." Steve answered.

"We'll lose." Tony said.

"Then we'll do that together, too." Steve said.

"Cap's right. We're the Avengers. We were created for one mission: protect world stability from inner or extra terrestrial threats, and to work with the peaceful interests of the whole world rather than a specific country or organization. Yes, we have made mistakes and have differences, I know that, but it's our job to fix them. I know this because I've been through a situation like this before, way before I met you guys, and I had to fix that mistake in order to avoid further damaged and destruction that would have impacted the world." Danny said. "So, let me ask you all something, are we gonna sit idle here and start blaming on each other, or are we gonna fix this mistake call Ultron and avoid destruction to the world?"

Sam, Tucker and Jazz knew what Danny meant, and it is something that Danny wishes he'll never have to deal with again. Danny's speech seem to have motivate Steve.

"You're right, Danny, we can't be blaming each other for what happen." Steve said. "Thor's right. Ultron's calling us out. And I'd like to find him before he's ready for us. The world's a big place. Let's start making it smaller."

Afterwards, the Avengers started their duties on trying to find Ultron. Danny approaches his team.

"I guess you'll be busy." Sam said.

"Well, you know me." Danny said before turning serious. "Listen guys, I need you all to get back to Amity Park and stay at my parents for a while until we stop Ultron. Sam, Tucker, Valerie, get your parents to stay my place as well, although Ultron might know about all of us."

"Is there anyway we can help while we're back at home?" Tucker asked.

"As a matter of fact, yes. Tucker, as soon as you get back, I want you to use your tech genius to help the Avengers on getting intel on what Ultron's plan really is. Dani, I want you to go inside the Ghost Zone and suck Technus in the thermos. Just in case. Jazz, after Dani comes back from the Ghost Zone, tell Mom and Dad to close the Fenton Portal. Valerie, I want you to put Amity Park on code red. Sam, should anything happen, I want you to take everyone in the Ghost Zone and find Pandora or Frostbite." Danny ordered.

"You be careful, Danny." Sam said before looking down sadly.

Danny lift Sam's chin so that her eyes met his.

"Don't worry Sam. I'll be back. You are always my top priority." Danny said.

Afterwards, Team Phantom starts heading back to Amity Park while Danny stays at Avengers Tower to help out his fellow Avengers and gets prepare for that call to face Ultron again once he's located.

 **That's the end of this chapter. It was intended to be this short. Please review.**


	5. Chapter 5: Ultron meets the Twins

**KuriMaster13: Thanks. I have to make Dan's return the greatest in this series.**

 **Katiecrutcher- Thank you :)**

 **Here's chapter 5 everybody.**

Chapter 5: Ultron meets the Twins.

Back at Sokovia, Wanda and Pietro Maximoff are approaching an old and abandoned church. They learn that someone wants to meet and have a discussion with them. They entered the church and know that someone is here. The person is sitting on a chair but the Twins can't see the person's head for he's wearing a cloth.

"Talk, and if you are wasting our time..." Wanda said with a thick Sokovia accent and serious tone, but Ultron interrupts her.

"Did you know this church is in the exact center of the city? The elders decreed it so that everyone could be equally close to God. I like that. The geometry of belief." Ultron said. "You're wondering why you can't look inside my head."

"Sometimes it's hard. But sooner or later, every man shows himself." Wanda said.

"Oh, I am sure they do." Ultron said as he gets up from his seat, and removes the cloth, revealing himself, as well as his new upgraded body, and surprising the twins. "But you needed something more than a man. That's why you let Stark take the scepter."

"I didn't expect, but I saw Stark's fear. I knew it would control him. Make him self-destruct." Wanda said.

"Everyone creates the thing they dread. Men of peace create engines of war. Invaders create Avengers. People create smaller people? Uh, 'Children'." Ultron chuckled. "I lost the word, there. Children designed to supplant them, to help them end."

"Is that why you have come, to end the Avengers?" Wanda asked.

"I have come to save the world. But also... Yeah." Ultron replied.

* * *

A few minutes later, Ultron took the Twins back to the HYDRA compound and into the underground lab where the Chituari technology and Leviathan are located at.

"We will move out right away. This is a start, but there's something we need to begin the real work." Ultron said.

"All of these are..." Wanda questioned as she sees a group of sentry drones.

"Me." Ultron said. " I have what the Avengers never will. Harmony. They're discordant. Disconnected. Stark's already got them turning on each other. And when you get inside the rest of their heads..."

"Everyone's plan is not to kill them." Pietro said, interrupting Ultron from finishing his sentence.

"And make them martyrs? You need patience. Need to see the big picture." Ultron said.

"I don't see the big picture. I have a little picture. I take it out and look at it, every day." Pietro said, thinking of the time what happen when Wanda and himself were 10 years old.

"You lost your parents in the bombings. I have seen the records." Ultron said.

"The records are not the picture." Pietro replied.

"Pietro." Wanda said, trying to make him stop.

"No, please." Ultron said, wanting to hear the story.

"We were 10 years old. Having dinner, the four of us. When the first shell hits, two floors below, it makes a hole in the floor. It's big. Our parents go in and the whole building starts coming apart. I grab her, roll under the bed, and the second shell hits. But it doesn't go off. It just sits there in the rubble. Three feet from our faces. And on the side of the shell... is painted one word." Pietro said.

"'Stark'." Wanda said, finishing Pietro's sentence as her eyes glow red for a few seconds.

"We were trapped for two days." Pietro said.

"Every effort to save us, every shift in the bricks, I think, 'This will set it off'. We wait for two days for Tony Stark to kill us." Wanda said, Pietro nodded.

"I know what they are." Pietro said.

"I wondered why only you two survived Strucker's experiments. Now I don't. We will make it right. You and I can hurt them." Ultron said before approaching Wanda and almost place his hand on her cheek. "But you will tear them apart from the inside."

 **That's the end of this chapter. Pretty much just Ultron meeting the Maximoffs, but don't worry, we'll see Danny and the Avengers in the next chapter. Please review.**


	6. Chapter 6: Mind Games

**KuriMaster13: That is true. Gotta make sure the build up will end up great.:)**

 **Kimera20: Thanks for the awesome review :)**

 **Here's chapter 6 everybody.**

Chapter 6: Mind Games.

Back at Avengers Tower, the Avengers has been working tirelessly to track down Ultron. Steve was talking to Hill, who was currently giving him information on Ultron and how he operates.

"He's all over the globe. Robotics labs, weapons facilities, jet propulsion labs. Reports of a metal man, or men, coming in and emptying the place." Hill said.

"Fatalities?" Steve asked.

"Only when engaged. Mostly guys left in a fugue state, going on about old memories, worst fears, and 'something too fast to see'." Hill said, making Steve realizing what she meant.

"Maximoffs. That makes sense he'd go to them. They have someone in common." Steve said.

"Not anymore." Hill said, handing Steve a tablet. On the tablet shows Ultron at a prison, and laying motionless on the bed is Strucker. There is also a blood print on the wall that spells 'Peace'.

Meanwhile, Clint was on the phone, talking in a low tone, unaware that Steve is approaching him.

"That's a negative. I answer to you. Yes, ma'am." Clint said on the phone.

"Barton. Might have something." Steve said to Clint.

"I got to go." Clint said before hanging up the phone.

"Who was that?" Steve asked.

Clint remained silent for a second before replying...

"Girlfriend."

A few minutes later, all the Avengers were at Tony's workshop and Steve hands the tablet to Thor as Tony ask...

"What's this?"

"A message. Ultron killed Strucker." Steve replied as Thor hands Tony the tablet.

"My God. Why would he do that?" Danny asked as Bruce, Tony and himself look at the tablet.

"And he did a Banksy at the crime scene, just for us." Tony said.

"This is a smoke screen. Why send a message when you have just given a speech?" Natasha asked.

"Strucker knew something that Ultron wanted us to miss." Steve said.

Yeah, I bet he... Yeah." Natasha said as she look at a monitor. "Everything we had on Strucker's been erased."

"Not everything." Steve said.

A few minutes later, everyone was going through boxes that contains files that involved Strucker.

"Known associates. Baron Strucker had a lot of friends." Steve said.

"Well, these people are all horrible." Bruce said.

Tony then look at the file Bruce was holding before saying...

"Wait. I know that guy." Tony said.

Tony then grab the file, showing a file on a black-marketed arms dealer, smuggler and gangster name Ulysses Klaue.

"Wait, you know one of Strucker's associates? Care to explain that." Danny said sternly.

"From back in the day. He operates off the African coast. Black market arms." Tony said as Steve, Clint and Danny looks at him sternly. "There are conventions. All right? You meet people. I didn't sell him anything. He was talking about finding something new, a game-changer. It was all very Ahab."

"This?" Thor said as he questioned the marking on the guy's neck.

"Ah, it's a tattoo, I don't think he had it." Tony replied.

"Those are tattoos, this is brand." Thor said, comparing the two markings.

Bruce then analyze the odd marking before he said...

"Oh, yeah. It's a word in an African dialect meaning 'thief'. In a much less friendly way."

"What dialect?" Steve asked.

"Wakanada. Wakanda." Bruce stammered.

"Kingdom of Wakanda. It's been known for having a history of hot spots in black market activities and a very isolated country." Danny said.

"If this guy got out of Wakanda with some of their trade goods..." Tony said before getting interrupted by Steve mid-sentence.

"I thought your father said he got the last of it." Steve said.

"I don't follow." Bruce said. "What comes out of Wakanda?"

Everyone then looks at Steve's shield.

"The strongest metal on Earth." Tony answered.

"And Cap's shield is made out of it." Danny said.

"Where is this guy now?" Steve asked.

* * *

At a salvage yard at the African coast, inside the old rusted cargo ship _Chruchhill_ , a group of black marketed mercenaries were doing business making weapons and other parts while their boss, Ulysses Klaue, was talking on the phone.

"Don't tell me your men swindled you. I sent you six short-range heat-seekers and got a boat full of rusted parts. Now, you will make it right, or the next missile I send you will come very much faster." Klaue threatened before hanging up before turning his attention to a minister. "Now, minister, where were we?"

At that moment, the lights cuts off and machines powers down, and his henchmen starts clamoring. Klaue then grabs his pistol, thinking that he was about to be attacked. Klaue then fires a shot, but Pietro, aka Quicksilver, ran really fast into the room and disarmed him, leaving all of the bullets on the desk. Wanda, aka Scarlet Witch, appears at the room. Klaue realized who he's meeting, but remains confident.

"Yeah. The Enhanced. Strucker's prize pupils." Klaue said before grabbing a tray of candy. "Do you want a candy? Hmm? I was sorry to hear about Strucker. But then, he knew what kind of world he was helping create. Human life. Not a growth market."

Klaue mocked the twins, but then he realized that the Maximoffs isn't aware of Strucker's murder.

"You didn't know? Is this your first time intimidating someone? I am afraid. I am not that afraid." Klaue said.

"Everybody is afraid of something." Wanda commented.

"Cuttlefish. Deep sea fish. They make lights, disco lights..." Klaue said as he imitates a cuttlefish. "...to hypnotize their prey, and then... I saw a documentary. It was terrifying."

Pietro then ran fast before getting back to his spot, as he grab a piece of candy. This intimidates Klaue.

"So if you're going to fiddle with my brain and make me a giant cuttlefish, then I know you don't do business. And I know you're not in charge. And I only deal with the man in charge." Klaue said, unaware that Ultron is hovering out the window behind him.

Moments later, glass shatters as Klaue is thrown through a doorway by Ultron. Ultron towers over him.

"There is no man in charge." Ultron said before getting close to Klaue's face. "Let's talk business."

A few minutes later, Klaue and one of his men leads Ultron and the Maximoffs to a vault which contains the vibranium that Klaue stole from Wakanda years ago.

"Upon this rock, I will build my church." Ultron said, quoting and mocking a Biblical quote, before Klaue hands him a tube that contains the strongest metal on Earth. "Vibranium." Ultron throws the tube of vibranium to Pietro.

"You know, it came at great personal cost. It's worth billions." Klaue said.

Ultron chuckled before going through the internet to transfer billions of dollars into Klaue's account.

"Now so are you." Ultron said as a cell phone buzz from one of the henchmen. "It's all under your dummy holdings. Finance is so weird. But I always say, 'Keep your friends rich and your enemies rich and wait to find out which is which'."

Klaue then realized what Ultron said as he heard that quote before from a certain someone.

"Stark." Klaue muttered.

"What?" Ultron asked.

"Tony Stark used to say that. To me. You're one of his." Klaue said.

"What? I am not..." Ultron said, taking offense before he grabs Klaue's arm.

One of Klaue's henchmen tried to aim his pistol at Ultron, but Wanda used her telekinesis powers to stop him.

"I am not. You think I am one of Stark's puppets? His hollow men? I mean, look at me. Do I look like Iron Man? Stark is nothing." Ultron said in rage as he cuts Klaue's left arm off. Ultron realized his mistake. "I am sorry. I am... Oh! I am sure that's going to be okay. I am sorry. It's just that I don't understand. Don't compare me with Stark!" Ultron then kicked Klaue down a flight of stairs. "It's a thing with me. Stark is... He's a sickness!"

"Ah, Junior." Tony said as he lands his Iron Man Mark XLIII armor, and Thor and Steve arrive to confront him, while Clint and Natasha are hiding, taking positions and Danny is hovering, while being invisible as he watches the confrontation. "You're going to break your old man's heart."

"If I have to." Ultron said.

"Nobody has to break anything." Thor said.

"Clearly you have never made an omelette." Ultron said.

"He beat me by one second." Tony joked.

"Ah, yes. He's funny. Mr. Stark. It's what? Comfortable? Like old times?" Pietro said as he stares down at a group of missiles.

"This was never my life." Tony said.

"You two can still walk away from this." Steve said to the Maximoffs.

"Oh, we will." Wanda said sarcastically.

"I know you have suffered." Steve said, trying to gain her trust, but Ultron scoffed.

"Captain America." Ultron chuckled. "God's righteous man. Pretending you could live without a war. I can't physically throw up in my mouth, but..."

"If you believe in peace, then let us keep it." Thor said.

"I think you're confusing 'peace' with 'quiet'." Ultron said.

Danny then makes himself appear.

"And you need to realized is that we know a thing or two about peace. " Danny said, confronting Ultron.

"Ah, the famous Danny Phantom, the so-called 'Savior of the Earth'." Ultron chuckled. "Why protect this planet? You could have taken this world on your own, but you instead choose to protect it." Ultron said.

"That's not who I am." Danny said, thinking about that once evil future he barely managed to avoid.

"You think you can protect two worlds and those you care about, but in truth, your future is hanging in the balance." Ultron said.

"Uh-huh. What's the vibranium for?" Tony asked.

"I am glad you asked that, because I wanted to take this time to explain my evil plan." Ultron said as he use his anti-gravity tech against Tony as Ultron sentries attack Thor and Steve.

Ultron then fired his concussion beams at Tony, sending him back towards a wall, knocking him down. Tony then rocketed towards Ultron and Ultron did the same and the two collided with each other and started throwing punches and beams. Steve was battling one sentry while Thor threw the other. Pietro took this opportunity to attack Thor with his incredible speed. Steve knock the sentry back and was about to charge after Wanda, but she used her psionics powers to blast Steve back. Danny then tries to charge after her. Wanda tried to use her telekinesis powers to throw an object at him, but Danny countered with his own ecto-telekinesis powers and threw the object back. Danny and Wanda goes into a confrontation for power: Ghost Vs. Witch. Meanwhile, Klaue was struggling to get up as his henchmen comes to aid him.

"Shoot them." Klaue ordered.

"Which ones?" the henchman asked.

"All of them!" Klaue yelled.

"Move! Move! Move!" the henchman said.

Gunfire from Klaue's henchmen breaks out. Natasha goes into martial arts combat and takes a few out, while Clint fires his arrows at them. As Ultron and Tony continues to exchange punches and blasts, Steve and Thor battling the sentries, and Danny battling Wanda, things when in slow motion for Pietro. As Steve threw his shield, Pietro rams into Danny, sending him crashing into a nearby wall. He then evades the shield and gives a fast right hook to Steve. Thor then tried to throw Mjølnir at him. Pietro stop to see Mjølnir. He tries to grab it in order to counterattack, but Mjølnir sends him crashing to a stock of containers on the floor. Meanwhile, Ultron rockets himself out of the ship with Tony in pursuit. Meanwhile, Danny was battling one Ultron sentry.

"Okay, enough games." Danny said.

Danny eyes then glowed light blue as he uses his ice powers to create a very sharp ice sword. Danny block some incoming blows from a sentry with his sword, after a short battle, Danny decapitates the sentry.

"That's one less murder bot." Danny said.

Meanwhile, one Ultron sentry tried to strike Steve with his own shield, but Steve jumps over it, grabs the edge of his shield, and puts the sentry on a chokehold like position before Thor decapitates it with his hammer. Steve then threw his shield to strike three of Klaue's men before the shield came back to him. Pietro tried to get back up, but Steve strikes him with the shield as well, making him fall back down again.

"Stay down, kid." Steve said.

Meanwhile, Danny was in combat with a group of Klaue's men. Danny gave a roundhouse kick to one man, before turning intangible as another man shoots his machine gun at him, resulting in the bullets to harmlessly go through Danny and ended up killing another man that was about to attack Danny from behind. Danny blast the gun away from the man before sending a powerful ecto-energy strike, knocking him down.

At the same time, one Ultron sentry approached Wanda as she watches the fray.

 _"It's time for some mind games."_ Ultron said as she sneaks out of the room.

* * *

Meanwhile, back in the Quinjet, Bruce tried to contact any of his fellow Avengers.

"Guys? Is this a code green?" Bruce asked but gets nothing but static.

Bruce then opens the Quinjet's rear entrance ramp to see what's going on.

* * *

Meanwhile, back inside the ship, Wanda was hiding at a corridor when Thor came into her view. Wanda use her mental manipulation powers as the reddish energy is send into Thor's head. Thor looks at Wanda, feeling confused. Steve noticed this.

"Thor, status." Steve ordered.

"The girl tried to warp my mind. Take special care. I doubt a Human could keep her at bay. Fortunately, I am mighty." Thor said.

However, Thor doesn't appear to be at the battle anymore. He sees a vision of the citizens of Asgard, appear to be dying in some kind of war.

'What's happening here?' Thor thought.

Meanwhile, back at reality and the ship, Steve has just knocked down one of Klaue's men. Steve is suddenly rammed at fast speed by Pietro, who has regained his senses. Steve groans in pain as Wanda use her manipulation power on Steve as well. Wanda would then to the same to Natasha and Danny. As the red mist energy enters Natasha's and Danny's head, their eyes glow red for a few seconds. At the same time, Ultron's sentries were gathering the vibranium.

 _"This is going very well."_ Ultron said.

Meanwhile, Clint was shooting arrows at Klaue's men. He shot one arrow, which sends a shockwave, which took down all of Klaue's soldiers. Wanda was about to use the same power against Clint from behind, but Clint countered and puts on her head an electric arrow, which shocks her.

"I have done the whole mind control thing. Not a fan." Clint said.

Clint was about to grab the arrow, but Pietro punches him, sending him flying through a glass window, into another room. Pietro then takes the arrow out and carries her bridal style. Clint looks at him just as he runs off with Wanda out of the ship.

"Yeah, you better run." Clint muttered.

Clint then tries to contact the other Avengers, but Steve, Danny, Natasha and Thor are in a daze.

 _"Who's ever standing, we got to move!"_ Clint said through the comlink. _"Guys?"_

* * *

 _Natasha sees her vision, as she walks down a flight of stairs, and looks through a window to see a group of Russian ballet dancers._

 _"Again." a man said._

 _She realized she's seeing her past in her days in the Red Room. Her former teacher and trainer Madame B. was standing next to her._

 _"You'll break them." Natasha said._

 _"Only the breakable ones. You're made of marble. We will celebrate after the graduation ceremony." Madame B. said._

 _"What if I fail?" Natasha asked, as she sees her younger self shooting a pistol at a target and later aiming at a living person, who's face is covered._

 _"You never fail." Madame B. said as the younger Natasha shoots and kills the person._

* * *

 _In Steve's vision, there was swing music playing and people were laughing. Steve realized he's back in the 1940s as he's wearing his U.S. Army uniform, the clothes the people around them are wearing, and the 40s style music. He sees people are having a good time. He comes to realized that this must be taking place after the war, a life where he could have had._

 _"Are you ready for our dance?" asked Steve's love interest from the past, Agent Peggy Carter. Steve looked surprised._

* * *

 _In Danny's vision, Danny is walking down the streets of Amity Park, but the town doesn't look right. The town is in ruins, just like his once evil future. He also see that the sky isn't normal. In fact, it shows the green and black mist. Amity Park is once again in the Ghost Zone, just like the Pariah Dark incident._

 _"What happen here?" Danny asked._

 _Danny then sees a figure on the ground. He runs to it and realized that the figure is Sam. Sam is bruised and covered in blood._

 _"Nooooo! Sam! I could I let this happen!" Danny cried._

* * *

 _Back at Thor's vision, Thor sees Asgardians dying and not acting normal. Something is definitely not right._

 _"Is it him? Is that the first son of Odin?" asked a ghostly and pupiless Heimdall, the Gatekeeper of Asgard._

 _"Heimdall, your eyes." Thor said as Heimdall places his hands on his neck._

 _"Oh. They see everything. They see you leading us to Hel." Heimdall said before starting to choke Thor. "Wake up!"_

* * *

 _Back at Steve's vision, swing music continue to play and people continue to dance as Peggy stands next to Steve._

 _"The war is over, Steve. We can go home. Imagine it." Peggy said._

 _Steve looks away from Peggy, only to see that the ballroom is completely empty, and now visioning him dancing with Peggy, something that he never got the chance to do._

* * *

 _Back at Danny's vision, Danny was holding Sam to his chest._

 _"... Danny..." whispered Sam._

 _"... Sam..." Danny choked. "I'm sorry..."_

 _"... Why didn't... you save us?..." Sam said. "... You promised..."_

 _Danny then saw more figures beyond Sam. He went in shock to see that the figures were his parents, Jazz, Tucker and Valerie, all of them covered in blood. He also sees Dani in her human form. She was beaten, cut and bruised, but she's very much alive. He then heard a menacing laugh. Danny went wide-eyed and slowly look up. He sees a dark shadowly figure. Very masculine. Danny could make out only pupiless red eyes, fangs, four familiar gems on the left arm, and the DP symbol. Danny couldn't see, but knew who he was. There was another dark shadowly figure. Unlike the first, this one appears shorter and had a figure. A female ghost. Danny could only make out the red eyes, fangs and a DP symbol as well._

 _"You failed Danny. You have failed to protect the ones you loved. I'm still here. I still exist. That means you will still turn into me." the dark figure said._

 _"And soon, my all-good pathetic hero past self will fall to my wrath." the dark figure said in a sinister and feminine voice that sounds similar to Dani's._

 _"No! I will never become you! And Dani will beat you! This will never happen!" Danny yelled._

* * *

 _Back at Thor's vision, Thor is still being choked by Heimdall._

 _"I can still save you!" Thor said._

 _"We're all dead! Can you not see?" Heimdall said._

 _Thor managed to push Heimdall off of him before Thor sets off a electric discharge._

 _"You're a destroyer, Odinson." Heimdall said._

 _Thor groans as lighting strikes and vaporizes one Asgardian citizen._

 _"See where you power leads." Heimdall said._

 _Thor then screams as he sees multiple visions. A stone, and a pair of eyes from a red figure._

* * *

 _Back at Natasha vision, the younger Natasha was struggling to get out of a choke hold during her training in the Red Room. Natasha then managed to get the guy off of her._

 _"Sloppy. Pretending to fail. The ceremony is necessary for you to take your place in the world." Madame B. said._

 _"I have no place in the world." young Natasha said._

 _"Exactly." Madame B. said, before Natasha gets place on a medical bed, and passes two little girls with no mouths and into a room where she gets sterilized._

* * *

Back at reality, Wanda was groaning, for the electric shock hurt her while she was manipulating the Avengers.

"What can I do?" Pietro asked in concern.

"It hurts." Wanda said.

"I am going to kill him. I will be right back." Pietro said.

No. I am all right." Wanda panted. "I want... I want to finish the plan. I want the big one." Wanda said as she sees the parked Quinjet and Bruce looking in concern, her eyes glowing red.

Meanwhile, Tony managed to shoot Ultron down. Ultron crashes at the bulkhead of a nearby rusted ship.

"Uh, the vibranium is getting away." Ultron said.

"And you're not going anywhere." Tony said as he aims a miniature missile at Ultron.

"Of course not. I am already there. You will catch on. But first, you might need to catch Doctor Banner." Ultron said with a smirke.

Tony respond by firing the missile and destroying Ultron's first upgraded body, before he rockets off to go after the Hulk.

 **And that's the end of this chapter. What could Danny's vision mean? Please review. :)**


	7. Chapter 7: Hulk vs Hulkbuster

**KuriMaster13- He does, but I made them pupiless since he's in the form of a shadow.**

 **Fanfic920- Yes, it is.**

 **Kimera20- You're close, but it's not the Reality Gauntlet.**

 **PhoenixPhantom4106- It is.**

 **Fullmetal spike97- Thanks for the awesome review :)**

 **Here's chapter 7 everybody.**

Chapter 7: Hulk vs. Hulkbuster.

The Hulk lands at Johannesburg, South Africa, and it's on a rampage. Earlier, during the Battle at the Salvage Yard, Wanda wanted to continue the plan, and made Bruce Banner her next target. Now, her mental manipulation powers has cause Bruce to go on a state of uncontrollable rage and turn into the Hulk, which leads to him heading towards Johannesburg. Meanwhile, Tony was flying his Mark XLIII armor towards the city.

"News or footage. Keyword, 'Hulk'." Tony said.

His HUD shows the news and footage of the Hulk's rampage. Tony knows that the only person that can calm the Hulk down is Natasha, who is back at Klaue's ship at the salvage yard.

 _"Natasha, I could really use a lullaby."_ Tony said through Clint's comlink.

Clint is checking on Natasha and the other Avengers when he heard Tony's request.

"That's not gonna happen. Not for a while. The whole team is down. You got no backup here." Clint said.

Tony realized there is only one thing left to do, and that is take on the Hulk.

"I'm calling in Veronica." Tony said.

Up in orbit altitude, Veronica, the orbiting platform, deployed a mobile service module down to the Hulk's location. Meanwhile, in the city, Johannesburg police is arriving at the scene when they see a car flying through the intersection ahead. Nevertheless, they panicked.

"We need backup!" one officer said before the Hulk jumped on the vehicle and rip it to shreds.

While panic breaks loose in the city, Veronica deploys a cage to head for the Hulk. At the city, other police officers started firing their guns at the Hulk, but it just makes him even more angrier. Hulk then charge at a police SUV that the officers were taking cover and ram at it, knocking the officers down. The Hulk then was about to strike at an fallen officer, but a self-assembling electrified cage from Veronica traps him. While the civilians try to run away from the scene, police officers starts to move slowly towards the cage, their weapons drawn, while hearing the Hulk pounding inside. Moments later, the Hulk's pounding on the cage inside cause the pavement to crumble and the cage to go under. Suddenly, Hulk managed to escape and smash back up to the streets, and started smashing a car, making a woman inside scream in terror. The police officers started firing their guns, making the Hulk enrage more. Before the Hulk could strike at the officers, Tony and Veronica arrived. Hulk noticed Tony as his Mark XLIII is being assembled and linked into a more massive Mark XLIV armor, better known as the Hulkbuster.

"All right, everybody, stand down!" Tony said to the police officers before turning his attention to Hulk. "Will you listen to me? That little witch is messing with your mind. You're stronger than her. You're smarter than her. You're Bruce Banner." Tony said, but he inadvertently enraged him by referring to him as Bruce Banner. "Right, right, right, don't mention puny Banner."

Hulk then threw a car at Tony, but he managed to catch it. Hulk then hit him through the car, making him fall backwards. Tony got up and rocketed towards Hulk.

"Okay." Tony said as he grabbed Hulk by the neck and dragged him through the street.

Hulk managed to kicked the Hulkbuster armor, freeing himself. When Tony rose, Hulk ran at him but the Hulkbuster easily threw him off with the left arm before blasting him with the repulsor cannon, making Hulk hit the side of a building first and then a delivery truck. Tony approached the truck but Hulk hit him with a metal pole, making him crash at the side of a building before once again hitting him, this time from behind with the metal pole.

"In the back? Dick move, Banner." Tony said.

Hulk then pounced on the Hulkbuster before Tony could recover and severely damaged its left arm, but as he tore through the thick armor, Tony reversed the damaged arm and punched him off, making him crash at a outdoor market.

Seeing that the left arm of the suit was too damaged, Tony said...

"Veronica, give me a hand."

As Hulk starts to charge at his opponent, Tony ejected the damaged arm and pole before parts for the replacement arm starts to assemble. Tony continuously barraged the charging Hulk with repulsor blasts from his right arm while the replacement attached itself to the Hulkbuster, but for a short while. Finally, Hulk punched Tony but he punched back with his new arm, causing a shockwave. Tony then managed to throw Hulk down on the ground and proceeded to pound him repeatedly with the new arm.

"Go to sleep, go to sleep, go to sleep." Tony said as he pounded Hulk repeatedly.

Hulk then managed to grabbed hold of the arm but it turned out to be a trap, imprisoning Hulk's hand, and making him enrage further. Tony then rockets upward as he attempts to fly Hulk away from the city.

"Okay, pal, we're gonna get you out of town." Tony said.

Tony attempt to get Hulk out of the city didn't go well as Hulk punched him in mid-air.

"Not that way, not that way." Tony said as the Hulk and himself crash into a building full of people.

Hulk tried to pound Tony, but he rocketed him towards a nearby wall.

"Come on, Bruce! You gotta work with me." Tony said.

Tony tried to sedate Hulk but Hulk kicked him into an elevator full of people, causing the elevator to fall towards the unforgiving ground. Tony managed to grabbed the elevator wire before it crashed.

"Everybody, out!" Tony said to the people, giving them the chance to escape.

Hulk jumped on Tony but he flip-kicked him away.

"Going down?" Tony said before smashing Hulk with the elevator and punching him full in the face, making him lose a tooth. Hulk angrily spit out the tooth, scaring Tony enough. "I'm sorry."

The fight spilled out once again, with Hulk angrily gliding the Hulkbuster across a tall building before ripping out vital components off of it.

"Damage report?" Tony asked but gets a static answer. "That's comprehensive. Show me something."

Veronica attempted to replace the damaged parts but Hulk smashed the incoming replacement right into the carrier, destroying both. Seeking to end the fight quickly, Tony flew high above the city, noticing a building that is under construction.

"How quickly can we buy this building?" Tony asked before throwing Hulk into the constructing building, shooting missiles to destabilize it and ramming Hulk all the way to the ground floor, making the building collapse and burying them both under the rubble. After the building collapse, the South African Army arrived at the scene.

"Move! Move! Move!" hollered one soldier.

"Go, go, go!" hollered another soldier.

The soldiers runs out of their armor truck, weapons drawn.

"Flank him, flank him!" ordered one soldier.

Hulk burst through the rubble and began to calm down but sees the South African Army soldiers aiming their weapons at him. Hulk started to get angry again but Tony punched him in the head, knocking him unconscious.

 **That's the end of this chapter. Please review.**


	8. Chapter 8: The Safe House

**Before I get started. Gotta say, I saw the Season 4 premiere of Agents of S.H.I.E.L.D. and man, the Ghost Rider was awesome. Danny would be like 'How come I haven't heard about this guy before?'. Looking forward to seeing Ghost Rider in action this season. Anyway...**

 **The Logical Fallacy- He can, but Danny was down thanks to Wanda during the battle.**

 **Kimera20- Thanks, and seriously, what the heck was the Hulk's vision anyway?**

 **PhoenixPhantom4106- That joke could come to fruition in the series.**

 **Here's chapter 8 everybody.**

Chapter 8: The Safe House.

The Quinjet soared through the night sky. Steve, Thor, Natasha and Danny were still scarred from their visions. Bruce, meanwhile, was horrified at the destruction he had caused as Hulk. Maria Hill was talking to the Avengers through the Quinjet's radio.

 _"The news is loving you guys. Nobody else is. There's been no official call for Banner's arrest but it's in the air."_ Hill said.

"The Stark Relief Foundation?" Tony asked.

 _"Already on the scene."_ Hill replied. _"How's the team?"_

"Everyone's... We took a hit. We'll shake it off." Tony replied.

 _"Well, for now, I'd stay in stealth mode and stay away from here."_ Hill suggested.

"So, run and hide?" Tony asked, not fond of the idea.

 _"Until we can find Ultron, I don't have a lot else to offer."_ Hill said.

"Neither do we." Tony sighed before disconnecting Hill. He then approach the cockpit where Clint was piloting the Quinjet. "Hey, you wanna switch out?"

"No, I'm good. If you wanna get some kip, now's a good time because we're still a few hours out." Clint replied.

"Few hours from where?" Tony asked, wondering where Clint was taking the team.

"A safe house." Clint answered.

* * *

Hours later, with the sun now up, Clint lands the Quinjet at an open area in the middle of the country near some farm. The Avengers soon approach the house there.

"What is this place?" Thor asked.

"Safe house." Tony replied.

"Let's hope." Clint said before opening the front door. "Honey? I'm home." Clint called.

Moments later, a pretty woman with long brown hair appear from the kitchen, surprise to see Clint and the other Avengers.

"Hi. Company. Sorry, didn't call ahead." Clint said.

"Hey." the woman said before kissing Clint.

"This is an agent of some kind." Tony said.

"Gentlemen, this is Laura." Clint said to Steve, Thor, Tony, Bruce and Danny.

"I know all your names." Laura chuckled.

"Hello." Danny greeted.

Everyone then heard footsteps approaching.

"Ooh. Incoming." Clint said excitedly.

Suddenly, two little kids, one boy and one girl, ran to Clint.

"Dad!" the little girl greeted.

"Hi, sweetheart!" Clint said cheerfully as he lifts her up before turning his attention to the boy. "Hey, buddy. How are you guys doing?"

The Avengers, except Natasha, had no words. They didn't think Clint was married and had a family.

"These are smaller agents." Tony muttered.

"Look at your face!" Clint said excitedly. "Oh, my goodness."

"Did you bring Auntie Nat?" the girl name Lila asked. Clint gasped.

"Why don't you hug her and find out." Natasha said with a smile on her face as Lila ran to hug her and Clint laughed and Natasha lift her up.

"Sorry for barging in on you." Steve apologized.

"Yeah, we would have called ahead, but we were busy having no idea that you existed." Tony said.

"I didn't know you had a family, Clint." Danny said.

"Yeah, well, Fury helped me set this up when I joined. He kept it off S.H.I.E.L.D.'s files. I'd like to keep it that way." Clint said. "I figure it's a good place to lay low."

Thor then accidentally crunched a Lego set. He moves them aside, trying to hide them.

"Honey. I missed you. How's little Natasha, huh?" Natasha said, rubbing Laura's pregnant belly.

"She's... Nathaniel." Laura replied.

Natasha puts a fake frown before lowering to say to the unborn baby...

"Traitor."

Lila looked at Thor while he continued to see his vision before coming back to reality thanks to a nearby toaster. Thor then head outside with Steve following him in concern.

"Thor?" Steve said.

"I saw something in that dream. I need answers. I won't find them here." Thor said.

Steve couldn't reply. Thor then swung his hammer and took off to find answers to his vision. Steve look around the surroundings as he hears Peggy's voice saying...

 _"We can go home."_

Steve then went outside to go for a walk.

Meanwhile, Danny was also thinking about his vision, hearing Dan's voice saying that infamous catchphase again.

 _"I'm still here. I still exist. That means you still turn into me."_

Danny came back to reality when the boy name Cooper got his attention.

"You're Danny Phantom." Cooper said excitedly.

"Yes, sir." Danny said.

"Mind if I show you my collection?" Cooper asked.

"Sure." Danny replied.

Minutes later, Laura was checking up on Clint.

"See? You worried for nothing. Can't even feel the difference, can you?" Clint said.

"If they're sleeping here, some of them are gonna have to double up." Laura said, concerning for the Avengers since some of them are gonna have to sleep in the same room together.

"Yeah, that's not gonna sell." Clint chuckled.

"What about Nat and Doctor Banner? How long has that been going on?" Laura asked, wondering how long Natasha and Bruce had been supposedly seeing one another.

"Has what?" Clint asked, denying about the rumored relationship between Natasha and Bruce.

"You are so cute." Laura laughed.

"Nat and Banner?" Clint asked.

"I'll explain when you're older, Hawkeye." Laura joked.

"Well, okay." Clint said as he puts on a casual shirt.

"It's bad, right? Nat seems really shaken." Laura asked. Clint sighed.

"Ultron has these allies. These, uh, kids. They're punks, really. But they carry a big, damn stick. And Nat took a serious hit." Clint replied. "Someone's gonna have to teach them some manners."

"That someone being you. You know I totally support your avenging. I couldn't be prouder." Laura said as Clint sits at a nearby desk and Laura looks out the window to see Steve and Tony outside. "But I see those guys... Those gods..."

"You don't think they need me." Clint said.

"I think they do, which is a lot scarier. They're a mess." Laura said as Clint looks out the window and sighed.

"Yeah. I guess they're my mess." Clint said.

"You need to be sure that this team is really a team, and that they have your back. Things are changing for us. In a few months time, you and me are gonna be outnumbered. I need... Just be sure." Laura said with concern.

"Yes, ma'am." Clint said before kissing Laura.

"I can feel the difference." Laura commented.

Meanwhile, Cooper was showing Danny his Danny Phantom collection in his room.

"My Danny Phantom action figure is one of my most prize possessions." Cooper said, handing Danny the action figure.

Danny stared at the action figure. It was an impressive figure of him when he was 16, still wearing his old black hamzat jumpsuit. Danny pressed the button on the figure's back.

 _"I'm going ghost!"_ said the figure in Danny's 16 year old voice.

That put a smile on Danny's face.

"I sure do miss that voice. Hmm, at least I have cool merchandise." Danny commented.

"So what's it like to fight all those ghosts?" Cooper asked.

"Very hard and dangerous. Well, almost some of them." Danny replied.

"Don't you get scared?" Cooper asked.

"In some situations, yes, but not for myself, but for those I care about. I'm the hero. I have to protect people and make sure they don't get hurt or worse because it's my job. I have to make sure those ghosts focus on me." Danny replied.

* * *

Meanwhile, at the U-Gin Research Lab at Seoul, South Korea, Dr. Cho was talking to her staff before entering a dark room and gasped when she saw an unexpected guest in there.

"Scream, and your entire staff dies." Ultron threatened. "I could've killed you, Helen, the night we met. I didn't."

"Do you expect a thank-you note?" Cho commented.

"I expect you to know why." Ultron said.

Cho thought for a second before realizing why Ultron didn't kill her and why he's here.

"The Cradle." Cho said, staring at the Cradle.

The Regeneration Cradle is a medical device that can heal wounds by grafting a simulacrum of organic tissue to the patient and having it bond to the patient's cells. Thus, it can also be used to create synthetic tissue.

 _"This is the next thing, Tony."_ a recording from Ultron playing Cho's voice.

"This is the next me." Ultron said.

"The Regeneration Cradle prints tissue. It can't build a living body." Cho try to explain.

"It can. You can. You lack the materials." Ultron said as one of his sentries approach him holding a tube of vibranium. "You're a brilliant woman, Helen. But we all have room to improve."

Another Ultron sentry approached Helen and brought the tip of Loki's scepter to her chest and made her eyes turn blue, now under mind control.

* * *

Back at Clint's homestead, Natasha was wearing her bathrobe, thinking about her vision of her early days at the Red Room Academy. Bruce was in the bathroom, shaving and thinking about his actions as the Hulk. Minutes, later, Bruce left the bathroom, only to see that Natasha was outside the door.

"I didn't realized you were waiting." Bruce said.

"I would've joined you, but, uh, it didn't seem like the right time." Natasha said. Bruce realized Natasha is starting the flirting again.

"They used up all the hot water." Bruce said.

"I should've joined you." Natasha flirted.

"Missed our window." Bruce chuckled.

"Did we?" Natasha asked, staring directly at Bruce's eyes.

"The world just saw the Hulk. The real Hulk, for the first time. You know I have to leave." Bruce said, questioning himself on being part of the Avengers.

"You assume that I have to stay?" Natasha asked. "I had this, um, dream. The kind that seems normal at the time, but when you wake..."

"What did you dream?" Bruce said, cutting Natasha mid-sentence.

"That I was an Avenger. That I was anything more than the assassin they made me." Natasha said, thinking about what the Red Room had made her become.

"I think you're being hard on yourself." Bruce said.

"Here I was hoping that was your job." Natasha said getting close to Bruce.

"What are you doing?" Bruce asked, getting awkward.

"I'm running with it. With you. If running is the plan, as far as you want." Natasha replied, grabbing Bruce's hand.

Bruce let go of her hand before saying...

"Are you out of your mind?"

"I want you to understand that, um..."

"Natasha," Bruce said, cutting Natasha off. "where can I go? Where in the world am I not a threat?"

"You're not a threat to me." Natasha tried to reassured.

"Are you sure? Even if I didn't just... There's no future with me. I can't ever... I can't have this. Kids. Do the math. I physically can't." Bruce said.

"Neither can I. In the Red Room where I was trained... Where I was raised, um, they have a graduation ceremony. They sterilize you. It's efficient. One less thing to worry about. The one thing that might matter more than a mission. Makes everything easier. Even killing." Natasha said, regretting about her actions in the past. "You still think you're the only monster on the team?"

"So, we disappear?" Bruce asked.

Meanwhile, outside the house, Steve and Tony were chopping some wood with axes, while talking about where Thor went too.

"Thor didn't say where he was going for answers?" Tony asked.

"Sometimes my teammates don't tell me things. I was kind of hoping Thor would be the exception." Steve said.

"Yeah, give him time. We don't know what the Maximoff kid showed him." Tony said as Steve chop another piece of wood.

"'Earth's mightiest heroes'. Pulled us apart like cotton candy." Steve said.

"Seems like you walked away all right." Tony commented.

"Is that a problem?" Steve asked.

"I don't trust a guy without a dark side." Tony said as he chop another piece of wood. "Call me old-fashioned."

"Well, let's just say you haven't seen it yet." Steve said.

"You know Ultron is trying to tear us apart, right?" Tony asked.

"Well, I guess you'd know. Whether you'd tell us is a bit of a question." Steve said as he once again chop more wood.

"Banner and I were doing research." Tony countered.

"That would affect the team." Steve said.

"That would end the team! Isn't that the mission? Isn't that the 'Why We Fight'? So we can end the fight. So we get to go home!" Tony said as Steve splits a piece of tree trunk with his super solider strength.

"Every time someone tries to win a war before it starts, innocent people die. Every time." Steve said.

"I know what it's like to have a dark side. And I strive myself to make sure it never happens again." Danny said, approaching the two.

"What are you talking about, Danny?" Steve asked.

"Let's just say, I altered the time stream six years ago. So, the Avengers, myself meeting you guys, becoming an Avenger myself, wasn't suppose to happen." Danny said.

"What happened?" Tony asked, now interested on hearing Danny's dark side story.

"I never told you guys this, but you all deserved to know. I had lots of adventures involving ghosts, but one time, I managed to travel into the future and witness something horrible." Danny said. "In the original timeline, I used my powers to cheat on the C.A.T.s, or Career Aptitude Test, but this had fatal consequences."

"What consequences?" Steve asked.

"My teacher, Mr. Lancer, got suspicious of me cheating on the test. So, he called my family for a meeting at the Nasty Burger, a popular burger joint at town. Along with myself were my two best friends Tucker and Sam. Unfortunately, the Nasty Burger's vat of condiments exploded at that time and caused the deaths of my family, friends, teacher. I was the sole survivor." Danny said.

"That's horrible." Steve said.

"It gets worse." Danny said. "As a result of the deaths, I lost everything. With nowhere else to go, I was forced to move in with my arch enemy, Vlad Masters, aka Vlad Plasmius. You might know him, Tony."

"I met him a couple of times, before founding out that he was an evil half ghost." Tony said.

"Anyway, back to the story, completely fill with grief, I ask Vlad to get rid of my human emotions, in other words, get rid of my human half. Vlad successfully managed to separated my human half from my ghost half, but this had... very fatal consequences." Danny said.

Steve and Tony were now nervous and afraid on what Danny is about to say next.

"Now that my ghost half was free from my human half, my ghost half saw a chance to get rid of his arch enemy. Phantom separated Vlad's ghost half from his human half and tried to overshadow it. Unfortunately, when Plasmius' evil ghost half mixed with mine, it overwhelmed him and the power overloaded my ghost self, resulting in the birth of my most hated and dangerous enemy: Dan Phantom, or Dark Danny. His first act of malice was the murder of his human half and destroying Vlad's entire mansion, before unleashing ten years of pain and destruction on both the Earth and the Ghost Zone. However, thanks to an allied ghost name Clockwork, I was able to overcome it. I defeated him and alter the timeline." Danny said.

Steve and Tony couldn't believe what they heard. Danny becoming evil? Tony shuttered.

"This is so creepy and scary." Tony said.

"Why are you telling us this now?" Steve asked.

"When that Maximoff girl manipulated me, I saw a vision. I saw Amity Park in ruins, just like that future, and in the Ghost Zone, just like the Pariah Dark incident. I also saw Him, but that's impossible cause I sucked him in the thermos. Come to think about it, I wonder what happened to it. Anyway, he was also wearing something that looks awfully like an artifact I've seen before. And he wasn't the only thing I saw. I saw another figure, and Dani is somehow connected. I have a feeling something big is gonna happen soon, and I'm gonna have to stop it." Danny said.

Laura then approach the trio.

"I'm sorry. Mr. Stark... Clint said you wouldn't mind, but our tractor doesn't seem to want to start at all. I thought maybe you might..."

"Yeah, I'll give her a kick." Tony said, cutting Laura mid-sentence before heading to the barn, leaving Steve and Danny. "Don't take from my pile."

Tony then opens the door to the barn and walks in. He looks around before turning his attention to the old tractor.

"Hello, Deere. Tell me everything. What ails you." Tony said, checking the tractor's components, not realizing that he's not alone.

"Do me a favor. Try not to bring it to life." said former S.H.I.E.L.D. director Nick Fury, who some thought was dead, not surprising Tony at all.

"Why, Ms. Barton, you little minx." Tony muttered before facing Fury. "I get it. Maria Hill called you, right? Was she ever not working for you?"

"Artificial intelligence. You never even hesitated." Fury said.

"Look, it's been a really long day, like Eugene O'Neill long, so how's about we skip to the part where you're useful." Tony said, not wasting any time.

"Look me in the eye and tell me you're going to shut him down." Fury said.

"You're not the director of me." Tony reminded.

"I'm not the director of anybody. I'm just an old man who cares very much about you." Fury said.

"And I'm the man who killed the Avengers. I saw it. I didn't tell the team. How could I? I saw them all dead, Nick. I felt it. The whole world, too. Because of me. I wasn't ready. I didn't do all I could." Tony said, telling Fury about his vision.

"Maximoff girl, she's working you, Stark. Playing on your fear." Fury said.

"I wasn't tricked, I was shown. Wasn't a nightmare, it was my legacy. The end of the path I started us on." Tony said.

"You come up with some pretty impressive inventions, Tony. War isn't one of them." Fury commented.

"I watched my friends die. You'd think that'd be as bad as it gets, right? Nope. It wasn't the worst part." Tony scoffed.

"The worst part is that you didn't." Fury said.

* * *

Meanwhile, Thor was waiting outside the Royal Holloway at the University of London, while wearing a hooded jacket so that he doesn't draw attention. He spots Erik Selvig leaving the college. Selvig recognized Thor and approach him.

"I like the look. If you're going for inconspicuous, though, near miss." Selvig said.

"I need your help." Thor requested.

"It's nice to be needed." Selvig commented.

"It's dangerous." Thor warned.

"I'd be disappointed if it wasn't." Selvig said before Thor and himself entered the car.

* * *

Back at Clint's homestead later that night, everyone was gathered at a table while Fury was telling the team what he knows about Ultron and his operations so far while Lila hands Natasha her drawing of a butterfly.

"Ultron took you folks out of play to buy himself time. My contacts all say he's building something. The amount of vibranium he made off with, I don't think it's just one thing." Fury said.

"What about Ultron himself?" Steve asked.

"Oh, he's easy to track. He's everywhere. The guy is multiplying faster than a Catholic rabbit." Fury said.

"Watch it, Fury." Danny said, glaring Fury for using the term 'Catholic rabbit'.

"It still doesn't help us get an angle on any of his plans, though." Fury said.

"Is he still going after launch codes?" Tony asked.

"Yes, he is. But he's not making any headway." Fury replied.

"I cracked the Pentagon's firewall in high school on a dare." Tony said.

"Well, I contacted our friends at the Nexus about that." Fury said.

"Nexus?" Steve asked.

"What's that?" Danny asked.

"It's the world Internet hub in Oslo. Every byte of data flows through there. Fastest access on Earth." Bruce answered.

"Similar to the Mega Cybertron hub computer at Axion Labs." Danny said.

"So, what did they say?" Clint asked.

"He's fixated on the missiles. But the codes are constantly being changed." Fury replied.

"By whom?" Tony said as a dart from Clint hits the target in front of his face.

"Parties unknown." Fury answered.

"Do we have an ally? Natasha asked.

"Ultron's got an enemy. That's not the same thing. Still, I'd pay folding money to know who it is." Fury said.

"I might need to visit Oslo. Find our unknown." Tony said.

"Well, this is good times, boss, but I was kind of hoping when I saw you, you'd have more than that." Natasha said.

"I do. I have you." Fury said. "Back in the day, I had eyes everywhere. Ears, everywhere else. You kids had all the tech you could dream up. Here we all are, back on Earth, with nothing but our wit and our will to save the world. Ultron says the Avengers are the only thing between him and his mission. And whether or not he admits it, his mission is global destruction. All this, laid in a grave. So stand. Outwit the platinum bastard."

"Steve and Danny doesn't like that kind of talk." Natasha taught.

"You know what, Romanoff?" Steve said.

"Can we drop the language thing already?" Danny sighed. Natasha smirked.

"So, what does he want?" Fury asked.

"To become better. Better than us." Steve said.

"Not to mention become superior and ultimate." Danny said.

"He keeps building bodies." Steve said.

"Person bodies. The human form is inefficient. Biologically speaking, we're outmoded. But he keeps coming back to it." Tony said as Bruce thinks while looking at the butterfly drawing.

"When you two programmed him to protect the human race, you amazingly failed." Natasha said.

"They don't need to be protected. They need to evolve." Bruce said getting everyone's attention. "Ultron's going to evolve."

"How?" Fury asked.

"Has anyone been in contact with Helen Cho?" Bruce asked.

Everyone then realized what Ultron is planning on doing.

* * *

Meanwhile, back at the research lab, the Cradle opens, revealing a artificial android body that Ultron is creating for himself.

"It's beautiful. The vibranium atoms aren't just compatible with the tissue cells, they're binding them. And S.H.I.E.L.D. never even thought to..." the mind controlled Dr. Cho said.

"The most versatile substance on the planet, and they used it to make a Frisbee." Ultron said, finishing Cho's sentence and referring Steve's shield. "Typical of humans. They scratch the surface and never think..." Ultron said as a laser then breaks through the glowing sphere from Loki's scepter, revealing a floating yellow glowing Infinity Stone. "... to look within."

Ultron grabs the stone and places it on the head of the building body.

* * *

Back at Clint's, the Avengers are preparing to battle Ultron and rescue Dr. Cho and get the Cradle.

"I'll take Natasha, Danny, and Clint." Steve said.

"All right. Strictly recon. I'll hit the Nexus. I'll join you as soon as I can." Tony said.

"If Ultron's really building a body..." Steve said, not wanting to finish the rest of his sentence.

"He'll be more powerful than any of us. Maybe all of us. An android designed by a robot." Tony said.

"Powerful than any of my powerful enemies in the Ghost Zone." Danny said.

"You know, I really miss the days when the weirdest thing science ever created was me." Steve said.

"I'll drop Banner off at the tower. You mind if I borrow Ms. Hill?" Fury asked Tony.

"She's all yours. Apparently." Tony replied.

"What are you gonna do?" Steve asked Fury.

"I don't know. Something dramatic, I hope." Fury replied. "Danny, you mind if I contact Team Phantom?"

"Why you need to contact them for?" Danny asked out of curiosity.

"I need to talk to them about a few things." Fury replied.

"Well, go ahead. I guess." Danny said.

Meanwhile, Laura checks up on Clint.

"I'm gonna finished reflooring that sunroom as soon as I get back." Clint said.

"Yeah, then you'll find another part of the house to tear apart." Laura said.

"No. It's the last project. I promise." Clint said before kissing his wife.

A few minutes later, Laura watch outside as the Quinjet, carrying the Avengers, soars off on the early morning sky, on its way to Seoul.

 **That's the end of this chapter. BTW, if any of you are wondering what that term 'Catholic rabbit' means. It suppose to refer to people, who are Catholic, having so many kids. The Pope said this, but it's wrong to say that and it's not true at all. I'm Catholic myself, so yeah. Anyway, please review. :)**


	9. Chapter 9: Battle of Seoul

**PhoenixPhantom4106- We'll have to see what happens.**

 **Kimera20- You'll have to wait to find out ;)**

 **mikaela2015- Yes it will ;)**

 **KuriMaster13- You have a point.**

 **darck ben- Thank you :)**

 **KaeterinaRomanov- Yes, Dan will make an appearance, but he will appear in Phase 3 of the series. Don't worry, I won't let you down :)**

 **Anyway, here's chapter 9 everybody.**

Chapter 9: Battle of Seoul.

Inside a cave, Dr. Selvig leads Thor to a spring inside the cave, which can be seen by a ray of sunlight.

"So, this is it. the Water of Sights." Selvig said, looking at the water.

"In every realm, there's a reflection. If the water's spirits accept me, I can return to my dream and find what I missed." Thor said.

"Men who enter that water, the legends don't end well." Selvig warned.

* * *

Meanwhile, at the Nexus Internet Hub at Oslo, Norway, Tony was typing at a computer while talking about Ultron to the technicians who worked there.

"A hacker who's faster than Ultron? He could be anywhere, and as this is the center of everything, I'm just a guy looking for a needle in the world's biggest haystack." Tony said.

"How do you find it." a technician asked.

"It's pretty simple. You bring a magnet." Tony answered? "I'm decrypting nuclear codes and you don't want me to." Tony singed before pressing a button on the laptop. "Come and get me."

* * *

Back at the Water of Sights, Thor was already in the water, fully strip of his clothes and was panting as he sees his vision.

 _"Wake up!"_ said Heimdall in the vision.

Lighting suddenly engulfs Thor and he groans. He then sees Loki's scepter and Ultron before more lighting shoots out. He saw the scepter again, this time one of the Infinity Stones coming out of it.

"Thor!" Selvig yelled.

Thor continue to shoot out lighting.

 _"Extinction."_ Ultron said in the vision.

Thor then saw the global destruction of Earth before seeing the same yellow Mind Stone from the scepter. He then saw a orb with the purple Power Stone before seeing the Aether forming into the red Reality Stone, and finally the Tesseract as the blue Space Stone comes out of it, finally completing an alignment on a nebula that looks like a hand or gauntlet. Thor screams once more.

* * *

Back at the research lab, Ultron and Dr. Cho are still working on the android body as the Maximoffs looks on.

"Cellular cohesion will take a few hours, but we can initiate the consciousness stream." Cho said as she connects some wires from the Cradle to Ultron. "We're uploading your cerebral matrix now."

Wanda however looks at the Cradle out of curiosity as she use her telepathy powers.

"I can read him. He's dreaming." Wanda said.

"I wouldn't call it dreams. It's Ultron's base consciousness. Informational noise. Soon..." Cho explained.

"How soon? I'm not being pushy." Ultron said, cutting Cho off.

"We're imprinting a physical brain. There are no shortcuts. Even if your magic gem..." Cho explained as Wanda gets close to the Cradle.

Wanda curiously took the opportunity to explore Ultron's mind by touching the Cradle. Upon touching the Cradle and using her telepathy, she saw something horrible. She saw the global destruction of Earth, the same one that was seen by Thor. Wanda saw Ultron's true intentions: the genocide of humanity in its entirety. Wanda screams in horror. Pietro goes to comfort her as Ultron gets up. Wanda pants for a few moments before facing Ultron.

"How could you?" Wanda asked, horrified by Ultron's true intentions.

"How could I what?" Ultron asked, confused by Wanda's question.

"You said we would destroy the Avengers, make a better world." Wanda said.

"It will be better." Ultron reassured.

"When everyone is dead?" Wanda asked, now confronting Ultron.

"That is not... The human race will have every opportunity to improve." Ultron said, trying to explain.

"And if they don't?" Pietro asked.

"Ask Noah." Ultron answered.

Wanda and Pietro couldn't believe it. This crazed robot called Ultron is actually planning to wipe out humanity. That means the Avengers, the Ghost Zone, themselves, and most of all, the whole planet will be destroyed.

"You are a madman." Wanda said.

"There were more than a dozen extinction-level events before even the dinosaurs got theirs. When the Earth starts to settle, God throws a stone at it. And, believe me, he's winding up. We have to evolve. There's no room for the weak." Ultron said, rubbing the Cradle.

"And who decides who's weak?" Pietro asked as Wanda secretly use her mental manipulation powers to reverse the effects of the stone from the scepter and free Dr. Cho from the stone's mind control.

"Life." Ultron chuckled. "Life always decides."

Everyone then hears an aircraft approaching. Ultron looks around.

"There's incoming." Ultron said as Pietro whispers at Wanda's ear. "The Quinjet. We have to move."

"That's not a problem." Cho said as she pauses the upload from the Cradle to Ultron.

Ultron sighs in annoyance, realized that he's been played. He blasts Dr. Cho with his concussion beams, knocking her out, as the Maximoffs makes their escape thanks to Pietro's super speed.

"Wait, guys!" Ultron stammered before his sentries blasted Cho's staff members. "They'll understand. When they see, they'll understand. I just need a little more time." Ultron said as he disconnects the cord from his head before his sentries moves the Cradle.

* * *

Meanwhile, Steve climbs to the roof of a house as the Quinjet departs. Steve spots the lab in the distance.

"Two minutes. Stay close." Steve ordered.

Minutes later, Steve arrived at the lab and sees that the place is deserted and the Cradle is gone. He spots Dr. Cho lying on the floor and covered in blood. He runs to aid her.

"Dr. Cho!" Steve called.

"He's uploading himself into the body." Cho said, giving information.

"Where?" Steve asked.

"The real power is inside the Cradle. The gem, its power is uncontainable. You can't just blow it up. You have to get the Cradle to Stark." Cho answered.

"First, I have to find it." Steve said.

"Go." Cho said.

 _"Did you guys copy that?"_ Steve asked through the comlink.

"We did." Clint said, piloting the Quinjet.

"I heard." Danny said, flying through the sky over Seoul.

"I got a private jet taking off across town. No manifest. That could be him." Natasha said as she scans through a monitor.

Clint, however, was looking down the Quinjet's windows and spots a semi truck on the highway, as well as the label on the trailer.

"There. It's a truck from the lab. Right above you, Cap, Danny. On the loop by the bridge. It's them. You got three with the Cradle, one in the cab." Clint said as he flips a switch. "I could take out the driver."

"Negative. That truck crashes, the gem could level the city." Steve said as he climbs a ladder. "We need to draw out Ultron." Steve said.

Steve then positions himself at a bridge where the truck will pass at. Steve than ran to the other side of the bridge and jumps off. He is able to land on his target. However, he has alert Ultron, who is inside.

"No, no, no, no. Leave me alone!" Ultron said in rage as he blast a concussion beam at the trailer's doors, opening them and making Steve hold on.

Ultron then throws another beam at Steve, making the door drag on the concrete and Steve holding on for dear life.

"Cap! You okay?!" Danny asked.

"Well, he's definitely unhappy. I'm gonna try and keep him that way." Steve said.

"You're not a match for him, Cap." Clint warned.

Steve pants before saying sarcastically...

"Thanks, Barton."

While Steve hangs on, Ultron disconnects the cord from the Cradle to combat Steve. He uses his anti-gravity tech to throw Steve into a moving car. Meanwhile, the Quinjet flies low over the city, flying between buildings. Steve then hops onto a moving truck before swinging himself back to Ultron's trailer. He is then met by Ultron.

"You know what's in that cradle." Ultron asked before firing a beam at Steve, which he use his shield to deflect the blast. "The power to make real change. And that terrifies you."

"I wouldn't call it comfort." Steve said before throwing his shield at Ultron.

The two then go into combat. Ultron blast beams but Steve throws his shield again, making it lodge at Ultron's shoulder.

"Stop it." Ultron said as he threw the shield at the street before blasting Steve, making him almost fall in front of the truck and invading a blow from the sentry that was driving the truck. Meanwhile, Danny lands at the trailer. Danny blast Ultron with a ghost ray, but he stumbles a bit.

"Did you miss me?" Danny taught.

"The ghost boy who's future is hanging in the balance." Ultron said before trying to blast Danny, but he turns intangible. "You think you'll be able to stop the power that can make change to the two worlds you protect? No, this power will terrify you cause you don't want to see your worst nightmare."

"Well I beat my worst nightmare before and I can beat it again." Danny said before sending several ecto blasts at Ultron. Ultron gets annoyed.

"Enough!" Ultron said as he knocks Danny down.

Meanwhile, Natasha prepares to use a motorcycle inside the Quinjet as she prepares to go after the truck. Clint prepares to launch Natasha.

"We got a window. Four, three... Give him hell." Clint said.

Natasha lands the motorcycle on the street and passes cars at full speed, spotting Steve's shield.

"I'm always picking up after you boys." Natasha said as she grabs the shield without letting go of the throttle.

"They're heading under the overpass. I've got no shot." Clint said.

"Which way?" Natasha asked.

"Hard right. Now." Clint responded.

Natasha then makes a hard right turn, almost running over some people. Meanwhile, Steve puts Ultron in a chokehold as Danny gets back up and Natasha goes full speed through an alley. Ultron breaks free and grabs Steve and Danny by their throats. Natasha then managed to skid her motorcycle under the truck before regaining control. Both Steve and Danny spots Natasha. Danny goes intangible and flies off as Natasha throws the shield back to Steve. Steve then strikes Ultron with his shield, knocking him down. Ultron then use his anti-gravity tech to lift a large piece of the street so that Natasha can crash into it. Natasha however was able to stop before going after the truck again. Ultron's sentries however starts blasting at Natasha, but she is able to evade and goes through a walkway ramp.

"Out of the way! Coming through! Sorry, coming through!" Natasha warned people so that she can avoid running them over.

Meanwhile, Ultron's sentries turn their attention to Danny, who was flying towards the truck. The sentries sends beams to Danny, but he forms a spectral body ring and the blasts pass harmlessly. Danny then sends some explosive energy beams towards the sentries but they miss and hit the ground.

"Dang it." Danny muttered.

Meanwhile, Ultron and Steve continue to fight. Ultron blasted Steve, making him crash into a car again. Ultron then use his anti-gravity tech to lift a piece of the ground again, making the car tumble out of control. Steve managed to eject himself out and run away from another incoming car before jumping over another as it skids towards the truck. Steve then jumps back to the truck to confront Ultron once more.

"Come on!" Steve yelled and combat Ultron.

Meanwhile, Natasha was still driving her motorcycle through the walkway, trying to catch up to the truck.

"Clint, Danny, can you draw out the guards?" Natasha asked.

"I'm working on it." Danny replied. "Clint?"

"Let's find out." Clint replied.

Clint then positioned the Quinjet and fires its Gatling gun at Ultron. Ultron looks at the jet before his sentries goes after it.

"The plan work. Clint, those guards are coming after you." Danny said.

The sentries then open fire at the glass surrounding the cockpit. Clint then did a barrel roll and the sentries gets blown off before regaining control and going after the jet again.

Meanwhile, the Maximoffs were watching a South Korean news report on the Avengers battling Ultron and his army in the middle of the city, endangering thousands of lives. Pietro and Wanda looked at each other before they decide what needs to be done.

Back at the battle, Steve threw Ultron at a concrete structure before he rockets himself back at him just as Danny was about to ram into him. Ultron collided with Steve, forcing him to collided with Danny before all three ram themselves into a moving passenger train, causing panic from the passengers. This cause the sentries going after the Quinjet to fall back.

"They're heading back towards you. So whatever you're gonna do, do it now." Clint warned.

Back at the train, Steve threw his shield as Danny sends a ghost ray, but Ultron slam the shield back to Steve and Ultron blocks the ghost ray. Ultron then tried to rocket at the two Avengers, but Danny went intangible and Steve flipped himself. Ultron then blast Steve and Danny with a concussion beam, knocking them both to the ground.

Meanwhile, Natasha was closing in on the truck.

"I'm going in. Cap, Danny, can you keep him occupied?" Natasha asked.

"What do you think we've been doing?" Steve panted.

"Don't worry, Natasha. We got Ultron where we have him." Danny said.

Natasha then managed to jump into the trailer and eyes the Cradle. At the same moment, Ultron's sentries positions themselves at each side of the trailer, as it approaches a group of police vehicles and officers, as they prepare to shoot their weapons. As Natasha tries to access the user override, Ultron's sentries then fire their thrusters and rockets the trailer into the air, making Natasha lose her balance. Clint, piloting the Quinjet, goes after the flying trailer.

"Okay, package is airborne. I have a clean shot." Clint said as he locks onto the trailer.

"Negative. I am still in the truck." Natasha said.

"What the hell are you..."

"Just be ready. I'm sending the package to you." Natasha said, cutting Clint off.

"How do you want me to take it?" Clint asked.

"Uh, you might wish you hadn't asked that." Natasha replied.

Back at the train, Steve and Danny continue to fight Ultron. Steve manage to move his head as Ultron tried to punch him. Ultron sends jabs to both Steve and Danny as the two tried to block the blows. Then, Ultron is suddenly knocked down by something, or someone, at high speed. Ultron gets back up and sees Pietro before Wanda use her telekinesis powers to trap him inside by twisting metal. Ultron realized that the Maximoffs have betrayed him and are assisting the Avengers.

"Please, don't do this." Ultron begged.

"What choice do we have?" Wanda said.

Ultron responded by firing a blast into the front of the train, killing the driver and destroying the controls. Ultron then push some doors and made his escape, leaving the train to charge straight forward to the center of the city of Seoul and toward the people standing in it's path. Steve gets back up and runs towards the front of the train.

"I lost him! He's headed your way!" Steve said.

Steve then checks the dead driver just as Danny comes as well. The two then realized the track is coming to an end.

"Oh boy..." Danny said.

"Nat, we gotta go." Clint said.

As Ultron heads back to the trailer, Natasha places an explosive device before pushing the Cradle towards the back of the Quinjet. The Cradle managed to get inside the jet, but Ultron grabs Natasha and kidnaps her just as the trailer explodes.

"Nat!" Clint yelled.

Meanwhile, the now out of control train now derails itself and continues to move at high speed on the streets of Seoul, ramming into anything in its path, making people to move out of the way. Clint, however tries to contact Steve and Danny.

"Cap, you see Nat?" Clint asked.

"If you have the package, get it to Stark! Go!" Steve ordered.

"We'll handle the train!" Danny said.

"Do you have eyes on Nat?" Clint asked.

 _"Go!"_ Steve and Danny said through the comlink.

Clint then soars the Quinjet to deliver the Cradle to Stark before muttering...

"Damn it."

Steve and Danny then turn their attention to the Maximoff Twins.

"Civilians in our path." Steve said to Pietro.

Pietro then use his incredible speed to move the civilians out of the train's path.

"Can you two stop this thing?" Steve asked Danny and Wanda.

"Don't worry, Cap. We both have telekinesis powers. Let's do it." Danny said, looking at Wanda sternly as the train plows through a building, knocking Steve over.

Danny and Wanda then use their telekinesis powers as Danny's green energy and Wanda's red energy surround all of the train's wheels and forced them to stop, making the train to slow down. Both Danny's and Wanda's telekinesis powers managed to get the train to come to a stop. Moments later, all the passengers were safely off the train and Wanda goes to aid Pietro.

"I'm fine. I just need to take a minute." Pietro said.

Steve and Danny then approach the Maximoffs.

"I'm very tempted not to give you one." Steve said sternly.

"Same here." Danny said.

"The Cradle. Did you get it?" Wanda asked.

"Stark will take care of it." Steve replied.

Wanda however is not fond of the Cradle going into Tony's hands.

"No, he won't." Wanda said.

"How do you know?" Danny asked sternly.

"You don't know what you're talking about. Stark's not crazy." Steve said.

"He will do anything to make things right." Wanda warned.

Steve and Danny looked at each other.

"What do you think, Cap. Should we listen to her?" Danny asked.

Steve then look at Danny before trying to contact Tony.

"Stark, come in. Stark." Steve said, but no response. "Anyone on comms."

"Ultron can't tell the difference between saving the world and destroying it. Where do you think he gets that?" Wanda asked.

Steve and Danny looked at each other and realized that Wanda might be right. Tony might use the body inside the Cradle to fix his mistake!

"We have to get back to the tower, and fast!" Danny said.

 **That's the -end of this chapter. If there's some powers both Danny and Wanda has that are the same, it is telekinesis and manipulation powers. Then again, Danny has some of the same powers like some of the Avengers, like Danny and Steve both have super-human strength. Anyway, please review. :)**


	10. Chapter 10: Birth of the Vision

**Here's chapter 10 everybody.**

Chapter 10: Birth of the Vision.

At Avengers Tower, Clint has managed to bring the Cradle containing the android body to Tony and Bruce after that battle that took place at Seoul, South Korea. As Tony enters the room to see the Cradle, Bruce is concerned about Natasha, who has been kidnapped by Ultron during the battle while Clint checks on the Cradle itself.

"Anything on Nat?" Bruce asked.

"I haven't heard. But she's alive, or Ultron would be rubbing our faces in it." Tony replied.

"This is sealed tight." Clint said about the Cradle.

"We're gonna need to access the program, break it down from within." Bruce said.

"Any chance Natasha might leave you a message outside the Internet? Old-school spy stuff?" Tony asked Clint.

"There are some nets I can cast. Yeah, I'll find her." Clint said as he leaves Tony and Bruce to go on searching for Natasha and her location.

"I can work on tissue degeneration if you could fry whatever operational system Cho implanted." Bruce said.

"Yeah, about that." Tony said.

Bruce looked at Tony and realized what Tony is thinking.

"No." Bruce said.

"You have to trust me." Tony said.

"Kind of don't." Bruce said, thinking about what happen last time.

"Our ally, the guy protecting the military's nuclear codes, I found him." Tony said as he displays the orange display of JARVIS U.I. form. JARVIS is alive!

 _"Hello, Dr. Banner."_ JARVIS greeted. Bruce couldn't believe it.

"Ultron didn't go after JARVIS because he was angry. He attacked him because he was scared of what he can do." Tony explained. "So JARVIS went underground. Scattered, dumped his memory. But not his protocols. He didn't even know he was in there until I pieced him together."

Bruce scoffed at Tony's explanation, as well as Tony's idea.

"So, you want me to help you put JARVIS into this thing?" Bruce asked.

"No! Of course not. I wanna help you put JARVIS in this thing." Tony said, but Bruce shook his head. Tony smirked. "We're out of my field, here. You know bio-organics better than anyone."

"And you just assume that JARVIS's operational matrix can beat Ultron's?" Bruce asked.

"JARVIS has been beating him from inside without knowing it." Tony replied. "This is the opportunity. We can create Ultron's perfect self without the homicidal glitches he thinks are his winning personality. We have to."

 _"I believe it's worth a go."_ JARVIS said, agreeing with Tony.

"I'm in a loop!" Bruce said, raising his hands. "I'm caught in a time loop. This is exactly where it all went wrong."

"I know. I know. I know what everyone's gonna say. But they're already saying it." Tony said, putting a hand on Bruce's shoulder. "We're mad scientists. We're monsters, buddy. We've gotta own it. Make a stand."

Bruce however continues to shake his head.

"It's not a loop. It's the end of the line." Tony reassured.

* * *

Meanwhile, Natasha wakes up and realized she's been transported back to the HYDRA compound at Sokovia. She sees Ultron and his sentries. Ultron senses her awakening.

"I wasn't sure you would wake up. I hoped you would. I wanted to show you. I don't have anyone else." Ultron said as Natasha groans. "I think a lot about meteors. The purity in them. Boom! The end. Start again. The world made clean for the new man to rebuild. I was meant to be new. I was meant to be beautiful. The world would have looked to the sky and seen hope, seen mercy. Instead, they'll look up in horror because of you." Ultron said before walking towards Natasha. "You've wounded me. I give you full marks for that. But, like the man said, what doesn't kill me..." At that moment, a hand goes through Ultron's face as his old body gets destroy by Ultron and his new upgraded body, making Natasha crawl back. "... just makes me stronger."

Ultron then closes a door, confining Natasha in a cell.

* * *

Back at Avenger's Tower, Tony and Bruce were working on uploading JARVIS's operational matrix into the synthetic body that is inside the Cradle. At that same moment, Natasha, in Sokovia, is using an old Cold War-era communication technique in a bid to expose her location without being detected. Clint is trying to find her signal. Natasha sends a Morse Code signal and Clint receives it, earning a smile on his face. He then types the location: the HYDRA Research Base at Sokovia.

Meanwhile, Tony and Bruce are almost finished on the upload.

"This framework is not compatible." Tony said.

"The genetic coding tower is at 97%. You have got to upload that schematic in the next three minutes." Bruce said.

At that moment, Steve and Danny, in his human form, walked in with Pietro and Wanda with stern and serious looks on their faces.

"I'm gonna say this once." Steve warned.

"How about 'none-ce'?" Tony said.

"Shut it down!" Steve ordered.

"Nope, not gonna happen." Tony said.

"Don't make me overshadow you." Danny said sternly.

"You don't know what you're doing." Steve said.

"And you do?" Bruce intervened, upset that he sees Wanda. "She's not in your head?"

"I know you're angry." Wanda tried to explain.

"Oh, we're way past that. I could choke the life out of you and never change a shade." Bruce threatened.

"Banner, after everything that's happened..." Steve tried to explain.

"It's nothing compared to what's coming!" Tony said.

"Another genocidal A.I.?" Danny asked sarcastically.

"You don't know what's in there." Wanda said.

"This isn't a game!" Steve yelled.

Pietro however, used his speed to disconnect all the cords from the Cradle.

"No, no. Go on." Pietro said as the Cradle powers down. "You were saying?"

At that moment, a gunshot was heard and Pietro sees the bullet before falling down through the glass.

"Pietro!" Wanda yelled.

Pietro crashed to the floor and is met by Clint.

"What? You didn't see that coming?" Clint taught.

At that moment, Tony sees that the Cradle's power loss is critical.

"I'm rerouting the upload." Tony said.

Steve responded by throwing his shield to knocked down the Cradle's power generators as a armor glove reaches Tony. Tony fires a repulsor beam at Steve, knocking him down as more of Tony's armor assembles at him. Danny sends a ghost ray at Tony, but he gets out of the way. Tony sends repulsor beams at Danny, but Danny was able to take cover and sends more ghost rays. Wanda was about to use her powers but Bruce puts her in a choke hold.

"Go ahead, piss me off." Bruce said.

Clint readies his pistol as Steve charges at Tony, now in his armor. Steve throws a punch as Tony sends a repulsor beam at the same time, making them knocked down to the ground at the same time. Wanda use her psionic energy to get out of the choke hold and uses it to blast Bruce. At that moment, Thor suddenly arrive, hops over the Cradle, getting everyone's attention, and cast a bolt of lighting.

"Wait!" Bruce yelled.

"What are you doing?!" Danny asked.

Thor didn't respond and struck the lighting onto the Cradle, resulting in a power overload. Thor then stop what he's doing. A second later, the Cradle explodes, sending Thor to the floor as the android body appears out of the Cradle and comes to life. Everyone looks at the red android. The being looks around its surroundings as the rest gets up and looks at him. The being looks confused until he sees Thor. Confused, the being suddenly attacks Thor. Thor was able to counter by tossing the being out of a glass window, but the being was able to paused in mid-air in front of another set of windows and calms down. Thor looks at him as Steve and Danny were about to go on the defensive, but Thor signal them to stay put. The being then took the time to examine himself on the reflection of the glass window while also gazing the nighttime view of New York City. A green clothing then starts to cover the being's body as Thor puts down Mjølnir and everyone else approaches the being.

"I am sorry. That was odd." the being apologized in JARVIS's voice before looking at Thor. "Thank you."

Vision look at Thor once more and a yellow cape suddenly forms, adopting the elements of Thor's look.

"Thor. You helped create this?" Steve asked sternly.

"I've had a vision. A whirlpool that sucks in all hope of life, and at its center is that." Thor said, pointing at the yellow stone on the being's forehead.

"What? The gem?" Bruce asked.

"What's so special about the gem?" Danny asked.

"It's the Mind Stone. It's one of the six Infinity Stones. The greatest power in the universe, unparalleled in its destructive capabilities." Thor replied.

"Similar to the Reality Gems." Danny said.

"Then why would you bring..." Steve said but gets cut off.

"Because Stark is right." Thor replied.

"Okay, what? Stark is right?" Danny asked, now confused.

"Oh, it's definitely the end times." Bruce said.

"The Avengers cannot defeat Ultron." Thor said.

"Not alone." the being, now known as Vision said.

"Why does your Vision sound like JARVIS?" Steve asked.

"We reconfigured JARVIS's matrix to create something new." Tony said as he walks toward Vision.

"I think I've had my fill of new." Steve said.

"You think I'm a child of Ultron." Vision said to Steve.

"You're not?" Steve asked.

"I'm not Ultron. I am not JARVIS. I am... I am." Vision said.

"I looked in your head and saw annihilation." Wanda said, recounting Vision's mind.

"Look again." Vision said.

"Her seal of approval means jack to me." Clint scoffed.

"Their powers, the horrors in our heads, Ultron himself, they all came from the Mind Stone. And nothing compared to what it can unleash. But with it on our side..." Thor said.

"We can turn the tide against Ultron." Danny said. "Just like how I was able to use the Reality Gems and the Reality Gauntlet to turn the tide against a madman I fought years ago."

"Is it?" Steve said before facing Vision. "Are you? On our side?"

"I don't think it's that simple." Vision replied.

"Well, it better get real simple real soon." Clint warned.

"I am on the side of life. Ultron isn't. He will end it all." Vision replied.

"What's he waiting for?" Tony asked.

"You." Vision replied.

"Where?" Bruce asked.

"Sokovia. He's got Nat there, too." Clint answered.

Bruce then approached Vision sternly.

"If we're wrong about you, if you're the monster that Ultron made you to be... What will you do?" Bruce asked.

"I don't want to kill Ultron. He's unique and he's in pain. But that pain will roll over the Earth. So, he must be destroyed. Every form he's built, every trace of his presence on the net. We have to act now. And not one of us can do it without the others. Maybe I am a monster. I don't think I'd know if I were one. I'm not what you are, and not what you intended. So, there may be no way to make you trust me. But we need to go." Vision said as he lifts Mjølnir to hand it to Thor.

Vision able to lift Mjølnir surprises Thor and the rest of the Avengers. There was a stun silence. Vision is worthy to lift Mjølnir. Thor grab his hammer and Vision leaves the room to get prepared. There's more silence for a moment.

"Right." Thor said before patting Tony's shoulder. "Well done."

"Three minutes. Get what you need." Steve ordered.

 **And that's the end of this chapter. I bet all of you and everyone at the theater were like 'Oh' when Vision lifted Mjølnir. Same for me, lol. And, I think we all know what's the next chapter is gonna be. Anyway, please review.**


	11. Chapter 11: Battle of Sokovia

**Okay, before we get started, fanfiction is having a problem where I can't see any new reviews. So I had to check my email to see them. Responses:**

 **Ariastella: Danny being some sort of mentor to Wanda could happen, since Danny's ghost powers and Wanda's enhanced powers have similarities, like telekinesis.**

 **gwencarson126: Thanks for the awesome review :)**

 **KuriMaster13: Danny had a lot of powers. Found out on Danny Phantom Wiki**

 **darck ben: Thanks. I'll also be sure to correct the spelling errors.**

 **Kimera20: Thank you :)**

 **Anyway, here's the chapter you've all been waiting for. Here's chapter 11 everybody.**

Chapter 11: Battle of Sokovia.

The Avengers are gearing up for the final battle against Ultron at Sokovia. Clint preps his bow, arrows and other equipment. Pietro grabs a pair of running shoes and puts on a tight sweater. Thor and Vision looks at each other. Tony was looking through a set of chips. Now that JARVIS's operational matrix is now uploaded onto Vision, Tony needs to have a new A.I. assistant. Tony looks through the names and uploads the assistant name FRIDAY.

 _"Good evening, boss."_ FRIDAY said to Tony in a female voice.

Danny, now in his ghost form, prepares for the upcoming battle. He was in a training room at Fenton Works' own little work station on the tower, and test out his original ghost powers, his ice powers, and his Asgardian ghost powers, to make sure they're in check. Pietro throws a red jacket at Wanda. Clint looks at a photo of his wife and children. Tony then spoke to Steve, Bruce and Danny.

"No way we all get through this. If even one tin soldier is left standing, we have lost. There's going to be blood on the floor." Tony said.

"I got no plans tomorrow night." Steve said.

"I'm half-dead. I have no plans to become fully dead." Danny said.

"I get first crack at the big guy. Iron Man's the one he's waiting for." Tony said.

"That's true. He hates you the most." Vision said as he walks by the group. Danny chuckled.

Everyone then boards the Quinjet and takes off for Sokovia.

"Ultron knows we're coming. Odds are we will be riding into heavy fire. And that's what we signed up for. But the people of Sokovia, they didn't. So our priority is getting them out." Steve said.

* * *

At Sokovia, Pietro ran at incredible speed to a police station.

"We're under attack! Clear the city! Now!" Pietro said before running off.

The police officer thought it was a joke and continue their business. Pietro runs back, this time carrying an AK-47 and fires at the ceiling, startling the officers.

"Get off your asses." Pietro said.

Meanwhile, Wanda uses her mental manipulation powers to control the actions of the people of Sokovia and make them evacuate. Danny also send several duplicates to overshadow some civilians and make them evacuate as well.

* * *

"All they want is to live in peace. And that's not going to happen today. But we can do our best to protect them. And we can get the job done." Steve said.

* * *

Thor bust his way through the wall and into the underground lab at the HYDRA compound where he sees the Leviathan and Chitauri tech. Bruce was following behind him so that he can find Natasha.

* * *

"We find out what Ultron's been building, we find Romanoff, and we clear the field. Keep the fight between us. Ultron thinks we're monsters. That we're what's wrong with the world. This isn't about beating him. It's about whether he's right." Steve said to his team.

* * *

Meanwhile, as the evacuation of civilians are occurring, Natasha is still stuck in her cell. Natasha has nothing to do, but wait for rescue. She then hears a voice.

"Natasha!" Bruce called.

Natasha didn't respond.

"Natasha!" Bruce called again.

Natasha finally recognized Bruce's voice and gets up.

"Bruce?" Natasha called.

Natasha walks up to the gate and is happy to see Bruce.

"You all right?" Bruce asked.

"Yeah." Natasha replied.

"The team is in the city. It's about to light up." Bruce said.

"I don't suppose you found a key lying around somewhere." Natasha said.

"Yeah. I did." Bruce said as he show her a Chituari-liked weapon.

Natasha moved out of the way and Bruce fires at the lock, successfully unlocking the gate. Natasha opens the cell and looks at Bruce and ask...

"So what's our play?"

"I am here to get you to safety." Bruce said.

"Job's not finished." Natasha stated.

"We could help with the evacuation, but I can't be in a fight near civilians. And you have done plenty." Bruce said as walks near Natasha. "Our fight is over."

"So, we just disappear?" Natasha asked.

* * *

Meanwhile, Clint, Steve, and Danny were guiding the civilians to safety.

"Come on." Steve said, guiding some cars.

"Keep moving, people. Don't stop. Keep going." Danny said to the civilians.

Meanwhile, Tony was rocketing over Novi Grad, the city's name, when FRIDAY locates Ultron.

 _"Your man's in the church, boss. I think he's waiting for you."_ FRIDAY said.

Tony then lands his Mark XLV armor at the abandoned church. He walks until he hears a familiar voice.

"Come to confess your sins?" Ultron asked.

"I don't know. How much time you got?" Tony asked.

"More than you." Ultron said as he revealed his new armor and confronts his creator. Tony was startled for a second.

"Uh... Have you been juicing?" Tony asked, trying to stall. "Little vibranium cocktail? You're looking... I don't want to say 'puffy'."

"You're stalling to protect the people." Ultron stated.

"Well, that is the mission. Did you forget?" Tony replied.

"I have moved beyond your mission. I am free." Ultron said as an activation device suddenly jutted out of the ground. "What? You think you were the only one stalling?"

 _"There's the rest of the vibranium. Function, still unclear."_ FRIDAY said as Tony sees the HUD and sees that the vibranium spire is dug deep through the ground.

"This is how you end, Tony. This is peace in my time." Ultron said.

At that moment, Ultron Sentries emerged from the ground and the water and began to attack the civilians, causing panic and the Avengers to retaliate.

"Go!" Steve said to the civilians before one Ultron Sentry starts blasting at him. Steve struck it with his shield.

"Move it! Move it! Move it!" Danny said as another Ultron Sentry started attacking Danny. Danny send several ecto-energy disks at them.

Clint started shooting his arrows at one sentry before elbowing another from behind as Wanda was trying to guide the civilians to safety.

"Get off the bridge!" Wanda said as Clint shoots an explosive arrow at a Ultron Sentry and scores a direct hit.

One Ultron Sentry was about to blast at Wanda, but she created a red energy shield with her powers and repel the blasts.

"Run!" Wanda yelled at the people.

However, the shield dissipated from the force of the blasts, knocking Wanda to the ground.

Back at the church, Ultron was observing the battle until a certain someone gets his attention.

"Ultron." Vision called.

Ultron gazed at Vision before floating up towards him, gazing one another in flight.

"My Vision. They really did take everything from me." Ultron said.

"You set the terms. You can change them." Vision pleaded.

"All right." Ultron said.

Ultron responded by choking the Vision. However, this gave the android the opportunity to hack into Ultron's mainframe and prevent him from escaping through the net.

Back at the bridge, Steve has just destroyed one sentry with his shield, as Danny eyes turn light blue and blast an icy eye ray at several Ultron Sentries, freezing them in place. He then sends a super ghost ray, vaporizing the frozen sentries. Thor was battling a group of Ultron Sentries at the underground lab of the HYDRA compound. He managed to destroy all of them with his mighty hammer before making his way towards Ultron's machine. Back outside, Pietro sees another group of sentries and they see him. Pietro cracks his neck before ramming into the sentries at high speed, destroying them.

"FRIDAY, the Vision?" Tony asked.

 _"Boss, it's working. He's burning Ultron out of the net. He won't escape through there."_ FRIDAY replied.

Meanwhile, Vision succeeded in burning Ultron out of the net, but this incapacitated Vision and only stunned Ultron briefly. Ultron then becomes enraged.

"You shut me out. You think I care." Ultron said as he smashed Vision to the ground, knocking him out. He then flies towards the activation core. "You take away my world, I take away yours." Ultron said as he activates the machine.

Thor reached the boosters of the machine, only to find himself too late as it is activated. A massive portion of the Sokovian city of Novi Grad began to lift off the ground, as the Avengers could do nothing but watch. The evacuated people watched in horror as their town was being lifted towards the sky while those who remained were either crushed by falling debris or falling below.

"FRIDAY." Tony said.

 _"Sokovia is going for a ride."_ FRIDAY said in horror.

"This is the Dis-asteroid all over again..." Danny said wide-eyed.

 _"Do you see the beauty of it? The inevitability. You rise, only to fall. You, Avengers, you are my meteor. My swift and terrible sword. And the Earth will crack with the weight of your failure. Purge me from your computers, turn my own flesh against me. It means nothing. When the dust settles, the only thing living in this world will be metal."_ Ultron declared.

* * *

Back underground, Bruce and Natasha can hear the rumble of the city rising.

"We got to move." Bruce said.

"You're not going to turn green?" Natasha asked.

"I have got a compelling reason not to lose my cool." Bruce replied.

"I adore you." Natasha said before kissing Bruce on the lips.

Bruce and Natasha shared a kiss, only for Natasha to push him into a pit so that she can force him to change into the Hulk.

"But I need the other guy." Natasha said.

Seconds later, the Hulk emerge from the pit and grunts at Natasha.

"Let's finish the job." Natasha said.

Moments later, the Hulk, along with Natasha screaming in terror and hanging on the Hulk's back, leaped above towards the ascending slab of the city and landed in a forest.

"I really hope this makes us even." Natasha panted, Hulk grunted. "Now go be a hero."

Hulk roars off as Natasha runs off to head towards the battle.

* * *

Back at the battle, Danny has just destroyed a group of Ultron Sentries with an ecto energy wave, before going in flight and destroyed a single Ultron Sentry with a large-sized ecto-energy ball. Danny is doing his best to repel the drones and decided that using the Ghostly Wail is to risky now that the city is rising. Danny then sees another large group of Ultron Sentries approaching and surrounding him.

"Well, then. Anyone told you that you need an armor upgrade?" Danny said.

Danny's eyes then turn dark blue, signaling he's about to use his Asgardian ghost powers. His fists starts glowing blue before destroying all the surrounding sentries with the Asgardian energy flash.

"Yeah, definitely need an armor upgrade." Danny said before flying off to assist Steve.

Meanwhile, Pietro continues to ram into Ultron Sentries, destroying them, with his incredible speed and friction, even saving a police officer in the process. Meanwhile, Tony hovers in flight as he observes the rising city and the vibranium core that is making the city rise.

 _"The vibranium core's got a magnetic field. That's what's keeping the rock together."_ FRIDAY said as Tony sees an outline of the vibranium core on his HUD.

"If it drops?" Tony asked.

 _"Right now, the impact will kill thousands. Once it gets high enough? Global extinction."_ FRIDAY replied.

Tony then nears a tall apartment building as it is about to crumble and collapse thanks to the crumbling ground below. FRIDAY was scanning for anyone that might be still inside.

 _"That building's not clear. The 10th floor."_ FRIDAY said.

Tony then fires a repulsor beam before flying inside the building, where there is a terrified family taking shelter in their apartment.

"Hi." Tony said to the family. Tony then looks around to see what he can use to save the family. He spots a nearby bathtub. "Okay. Get in the tub!"

The family gets in the bathtub and Tony managed to save the family as the building collapses.

 _"I got airborne, heading up to the bridge."_ FRIDAY alerted.

At that moment, an airborne Ultron Sentry ram into Steve, making him slam into a nearby car. Danny managed to create a reflecting shield to repel a blast from another airborne Ultron Sentry.

"Cap, Danny, you got incoming." Tony said.

"Incoming already came in." Steve said.

"And one just crashed into a nearby building." Danny said.

"Stark, you worry about bringing the city back down safely." Steve said before contacting the rest of the Avengers. "The rest of us have one job, tear these things apart. You get hurt, hurt them back. You get killed, walk it off." Steve ordered.

"Already walked it off halfway." Danny said as the rest of the Avengers continue to combat the sentries or rescue civilians.

As the city continues rise and gets higher and higher, the Ultron Sentries continue to blast at innocent civilians. One sentry was about to blast at a woman and her little brother, but the Hulk appeared and smashed the sentry to pieces, making the woman scream. Meanwhile, Wanda continue to rescue civilians while Clint shoots his arrows at the Ultron drones. At the same time, Wanda is starting to come under distress. Clint shoots an arrow squarely at a drone's head, but more continue to fire blasts.

"Go, go, go!" Clint said to Wanda as the two run and crash through a glass window at a house. Wanda began to panic.

"How could I let this happen?" Wanda said, feeling great guilt in joining Ultron back then and making all of this happen.

"Hey, hey, you okay?" Clint asked, trying to comfort Wanda.

"This is all our fault." Wanda said referring to Pietro and herself.

Clint didn't like what Wanda was saying at all and will not allow Wanda to blame only herself.

"Hey, look at me. It's your fault, it's everyone's fault. Who cares? Are you up for this? Are you? Look, I just need to know. Because the city is flying. Okay. Look, the city is flying, we're fighting an army of robots, and I have a bow and arrow. None of this makes sense." Clint said before he shoots an arrow at a drone. "But I'm going back out there because it's my job. Okay? And I can't do my job and babysit. It doesn't matter what you did or what you were. If you go out there, you fight, and you fight to kill. Stay in here, you're good. I'll send your brother to come find you. But if you step out that door, you are an Avenger." Clint said as Wanda looks at him. "All right. Good chat." Clint said as he prepares to go back outside and back into battle. "Yeah, the city is flying." Clint said before going out the door and started shooting his arrows as Wanda stays inside.

Back in the city at the bridge, three cars, with people inside, were about to fall from the shattered edge. Steve attempted to save one but the fender dislodged and the three cars falls. Danny dived down to intercept one of the cars as Thor pass another and immediately swings Mjølnir to go after the third one. Thor reached the car and tossed the woman that was in it back to Steve, who was fending of a Ultron Sentry. Steve grabs the woman's hand.

"I got you! Just look at me!" Steve hollered to the woman.

Steve managed to lift himself and the woman back to the bridge. Once the woman is back to safety, an Ultron Sentry was approaching Steve.

 _"You can't save them all."_ Ultron said through the sentry as Steve's shield gets lodge at its shoulder. _"You will never..."_

The sentry never got the chance to finished as Steve calls back his shield and sends the drone down the bridge.

"'Never' what? You didn't finished!" Steve taught as Danny use his superhuman strength to rescue two people and bring them back up to the bridge. A car also crashes back to the bridge and Thor lands on top of it.

"What, were you two napping?" Steve asked as a man climbs out of the car and throws up.

Meanwhile, Natasha has joined the battle, evading blasts and using her electric batons to fight off the drones. Steve, Thor and Danny work in tandem. Danny's eyes turn dark blue and form a blue ecto-energy ball between his hands. Thor then batted Steve's shield with enough force to ricochet the shield and the Asgardian explosive ecto-ball at several drones. Danny then use his telekinesis powers to dismember more drones as Thor then starts destroying the drones effortlessly, making one crash into a tanker truck, and irritates Ultron.

"Thor..." Ultron said before taking Thor from his allies. "You're bothering me."

Meanwhile, Clint continued to destroy as many drones as he could, but more piled on regardless.

"Ow!" Clint muttered in pain.

Suddenly, two doors from the house open and Wanda appears, now determined and her eyes glowing red. Wanda joins the fray and use her hex bolts to destroy the Ultron Sentries while using her telekinesis powers to dismember them. Clint shot two more drones as Wanda forms a red ball from her hands, similar to some of Danny's powers, and use it to destroy the rest of the drones. Clint nods his head at Wanda in approval.

"All right, we're all clear here." Clint said.

Meanwhile, Steve and Danny were battling more sentries when they heard Clint on their comlinks.

"We are not clear! We are very not clear!" Steve yelled as he strikes the drones with his shield.

"We are way beyond clear right now!" Danny said as he use his telekinesis powers to tore a drone apart.

"All right, coming to you." Clint said as Pietro picks up Wanda bridal style and runs off before taunting Clint by saying...

"Keep up, old man!"

"Nobody would know. Nobody. 'The last I saw him, an Ultron was sitting on him. Yeah, he'll be missed, that quick little bastard. I miss him already'." Clint muttered.

Meanwhile, Ultron tossed Thor back at the church and began to pummel him savagely. Outside, Ultron Sentries were firing blasts at police officers, who were firing their weapons at them. Wanda and Pietro suddenly appear in front of the fray.

"Hold your fire!" one police officer ordered.

Wanda use her hex bolts to destroy the drones. Pietro was destroying them as well, but receives a gunshot to his arm from a police officer who accidentally fired his gun. Pietro just shrugged it off. Back at the city, Steve, Danny and Natasha were working in tandem.

"Romanoff!" Steve said as he threw his shield at a drone that was about to strike Natasha.

"Thanks!" Natasha said before striking the drone with one of her electric batons.

Natasha then use Steve's shield to take cover from a drone's attack. Natasha repel the blows before tossing the shield to Steve to make the final blow. Steve then noticed one drone was about to fire at Danny.

"Danny!" Steve said throwing his shield at Danny. Danny caught the shield before tossing it at the drone before it could attack.

"Thanks, Cap." Danny said as he tosses the shield back to Steve.

Meanwhile, Tony was trying to find solutions as to how to stop Ultron's plan, as he monitors one of the boosters.

 _"The anti-gravs are rigged to flip. Touch them, they'll go full reverse thrust. The city's not coming down slow."_ FRIDAY said.

"Spire is vibranium. If I get Thor and Danny to hit it..." Tony said.

 _"It will crack. That's not enough. The impact would still be devastating."_ FRIDAY warned.

"Maybe if we can cap the other end. Keep the atomic action doubling back and Danny using his Asgardian shockwave power." Tony said.

 _"That could vaporize the city. And everyone on it."_ FRIDAY said as clouds cover the rising city.

The clouds covering the city gives the Avengers the time to take a quick little breather.

"The next wave is gonna hit any minute. What do you got, Stark?" Steve said.

"Huh? Nothing great. Maybe a way to blow up the city. That'll keep it from impacting the surface, if you guys can get clear." Tony replied.

"I asked for a solution, not an escape plan." Steve said sternly.

"Come on, Tony. I'm not gonna let any more people die." Danny said.

 _"Impact radius is getting bigger every second. We're gonna have to make a choice."_ Tony said through the comlink.

"Dang it! This is definitely the Dis-asteroid all over again. If this rock impacts the surface, not only the world gets destroyed, the Ghost Zone gets destroyed too." Danny said as Natasha and himself stand next to Steve, Natasha on Steve's right and Danny on Steve's left.

"Cap, these people are going nowhere. If Stark finds a way to blow this rock..." Natasha said.

"Not till everyone's safe." Steve said.

"Everyone up here versus everyone down there? There's no math there." Natasha said.

"I'm not leaving this rock with one civilian on it." Steve said.

"I agree with Cap. Like I said, I'm not letting any more people die." Danny said.

"I didn't say we should leave." Natasha said, making Steve and Danny look at her. "There's worst ways to go." Natasha said, thinking that the Avengers are going to go down with the city. Natasha then looks straight ahead, seeing nothing but blue sky. "Where else am I gonna get a view like this?"

There was silence until a familiar voice is heard through the comlinks.

 _"Glad you like the view, Romanoff. It's about to get better."_ Fury said through the comlink.

Steve, Natasha Danny and Pietro gets shock and surprised to see that Nick Fury, along with Maria Hill and several other former S.H.I.E.L.D. members, had arrived with a massive helicarrier to rescue the stranded civilians. The civilians couldn't believe it as well. Fury managed to use the helicarrier thanks to a secret protocol called Theta Protocol, which was led secretly by Director Phil Coulson.

"Nice, right? Pulled her out of mothballs with a couple of old friends. She's dusty, but she'll do." Fury said at the helicarrier's bridge.

"Fury, you son of a bitch." Steve said

"Ooh! You kiss your mother with that mouth." Fury taught.

"Language, Cap!" Danny said, smirking at him, realized that Steve use a bad language word.

"Really, Danny?" Steve sighed.

"Altitude is 18,000 and climbing." Hill said looking at her monitors.

"Lifeboats secure to deploy. Disengage in three, two... Take them out." a S.H.I.E.L.D. agent name Cameron Klein said.

The helicarrier then deploy a group of transporter lifeboats to the city to evacuate the civilians.

"This is S.H.I.E.L.D.?" Pietro asked.

"This is what S.H.I.E.L.D. is supposed to be." Steve replied.

"This is not so bad." Pietro said as he smiles.

The transporters then position themselves to prepare to retrieve the civilians.

"Let's load them up." Steve ordered.

Meanwhile, a group of Ultron drones were approaching the helicarrier, preparing to attack it. Hill detects them through her monitors.

"Sir, we have multiple bogies converging on our starboard flank." Hill said.

"Show them what we got." Fury said, smirking.

"You're up." Hill said to three people through her comlink.

As the drones close in on the helicarrier, two drones are suddenly destroyed by machine gun fire. One drone looks up and sees Rhodey closing in it head on. Rhodey destroys the drone before rocketing off to engage more.

"Yes! Now this is going to be a good story." Rhodey said.

Rhodey fires at more drones as one tries to blast him. Tony then flies in formation.

"Yep. If you live to tell about." Tony commented.

"You think I can't hold my own?" Rhodey scoffed.

"We get through this, I will hold your own." Tony joked.

"You had to make it weird." Rhodey said before joining Tony in engaging the drones.

Meanwhile, another group of Ultron drones were about to attack the helicarrier when some were suddenly destroyed by green and pink ghost rays. One drone looks up and is suddenly destroyed by an ecto-energy strike that was caused by no other than Dani Phantom. Another drone is suddenly rammed and destroyed in mid-air by a red and black flying board that was maneuvered by the Red Huntress Valerie.

"Yeah! Now this is what I called a fight!" Dani said excitedly.

"You said it." Valerie said.

"Dani, Valerie? What are you doing here?" Danny said as he flies by his two members of Team Phantom in formation.

"Please, Danny. You think they're the only one's here?" Sam said.

"Clueless Danny." Tucker teased.

"Sam? Tucker?" Danny said. "What are you all doing here?"

"Fury came to us." Sam replied.

"Yeah, do you really think you're gonna let us sit in the sidelines this time? By the way, love the tech S.H.I.E.L.D. has." Tucker said.

"No wonder why Fury wanted to talk to Team Phantom." Danny said. "Okay, Team Phantom, you all know what to do. Sam, Tucker, monitor the battle. Dani, Valerie, take these drones out and do not let a single one escape. You all want to be Avengers? Let's see what you got." Danny ordered.

"Don't worry, we'll take them all down." Valerie said before taking on the drones.

"Be careful, Danny. Be sure you and your friends make it back in one piece. Can't imagine my life without you. Now go beat Ultron." Sam said.

"Don't worry, Sam. I'll make it out, as well as the others." Danny said before facing Dani. "All right, Dani, let's show Ultron what the Phantom Twins are made of." Danny said with a smirk.

"You said it." Dani said with a smirk.

Danny and Dani joins Valerie, Rhodey and Tony to take on the drones at an aerial battle above the helicarrier.

Meanwhile, back at the city, Steve leads the civilians to a heli-lifeboat.

"I got about 50 to 100 more coming in after this group." Steve said to an S.H.I.E.L.D. soldier.

Steve and Natasha, as well as the S.H.I.E.L.D. soldiers guides the people into the transporters. Clint and Wanda leads another group of civilians to another boat.

"Here we go. Here we go. Let's move." Clint said.

"Let's go, everyone!" a S.H.I.E.L.D. officer said.

* * *

Meanwhile, at the helicarrier's bridge, Fury, Hill, Sam, Tucker, and other S.H.I.E.L.D. agents were monitoring the evacuation progress.

"Number six boat is topped and locked... Or stocked... Topped... It's full of people." Klein stammered, trying to make a catchphase.

An alarm suddenly blares. Hill looks out the window in time to see a Ultron drone flying straight towards the bridge.

"Incoming!" Hill yelled.

"Sam, get out of the way!" Tucker said, pushing Sam to the ground.

The drone smashed through the windows and crashed into the bridge.

"Oh, God!" Klein yelled.

The drone started to crawl towards the agents.

"Get away from me!" Sam said before kicking the drone's head.

Hill then fires her pistol, but had little effect. Fury then stabs a piece of metal, finally deactivating the drone.

"Well, that was something." Tucker said.

"Really, Tucker?" Sam asked in annoyance.

* * *

Back at the church, Ultron continue to beat Thor before putting him in a choke hold.

"You think you're saving anyone? I turn that key and drop this rock a little early and it's still billions dead. Even you can't stop that." Ultron said.

"I am Thor, son of Odin, and as long as there is life in my breast... I am running out of things to say! Are you ready?" Thor said.

Ultron got confused before turning around as Vision, who has regained consciousness, whacked Ultron away with Mjølnir before returning it to Thor.

"It's terribly well-balanced." Vision commented on Mjølnir.

"Well, if there's too much weight, you lose power on the swing, so..." Thor explained.

Meanwhile, back at the air battle above the helicarrier, Tony, Rhodey, Danny, Dani and Valerie continue to repel the Ultron Sentries from attacking the helicarrier. Tony was still trying to find a solution to stopping Ultron's plan.

"I got it. Create a heat seal. I could... I could supercharge the spire from below." Tony said.

 _"Running numbers."_ FRIDAY said.

One of the drones destroyed one of the thrusters for the transporters, causing Tony to prevent it from falling. Rhodey intercepts the drone and destroys it with his machine gun. Dani grabbed another drone before blasting it with an ecto-blast.

 _"A heat seal could work with enough power."_ FRIDAY said.

"Thor, Danny, I got a plan." Tony said.

 _"We're out of time. They're coming for the core."_ Thor called out the Avengers through the comlink that the drones were coming for the core to activate it.

"Rhodey, get the rest of the people on board that carrier." Tony ordered.

"On it." Rhodey said.

"Dani, Valerie, help Rhodey out with the evacuation." Danny ordered.

"Got it." Dani and Valerie said.

"Avengers, time to work for a living." Tony said before he and Danny flies to the church.

The Avengers regrouped at the church while repelling a few sentries. All of them were cut and bruised and bleeding blood, ectoplasm in Danny's case, but still putting up a fight.

"Are you good?" Pietro asked Wanda.

"Yeah." Wanda replied.

"Romanoff. You and Banner better not be playing 'hide the zucchini'." Tony said.

"Relax, shellhead. Not all of us can fly." Natasha said.

"Ha! Shellhead." Danny chuckled.

Natasha drove a truck to the church while running over a dozen Ultron Sentries.

"What's the drill?" Natasha asked.

"This is the drill." Tony said, pointing to the core. "If Ultron gets a hand on the core, we lose."

Hulk then smashed a Ultron Sentry before smashing another and regrouping with his fellow Avengers. Ultron soon hover outside to confront them all.

"Is that the best you can do?" Thor yelled.

Ultron responded by summoning a massive armada of his sentries in response to Thor's challenge.

"You had to ask." Steve said in dismay.

"Typical." Danny said.

"This is the best I can do. This is exactly what I wanted. All of you against all of me. How can you possibly hope to stop me?" Ultron questioned.

"Well, like the old man said... Together." Tony replied.

Hulk roar and the legion of drones charges at the church to attack the Avengers. The heroes then worked in tandem and began to destroy any drone that attempted to go near the machine; Captain America using his shield and fighting prowess; Danny Phantom using his ghost powers, original, ice, or Asgardian, shooting rays or ecto-balls or disks and using his telekinesis; Black Widow using her martial arts skills, pistols and taser batons; Hawkeye using his arrows and bow; Vision using his density altering powers; Scarlet Witch using her hex bolts and telekinesis; Quicksilver using his speed and friction; Thor using his hammer and lightning; Iron Man using his repulsor blasts; and Hulk using his fists as they all fought off the robotic army. The Avengers were once again assembled and united! Shouting with rage, Ultron himself attacked and began with the Vision. Vision then blasted him away with a beam of energy from the Mind Stone on his forehead, prompting Thor, Danny and Tony to join him as they blasted Ultron with lightning bolts, super ghost rays, and repulsor beams, respectively, slowly melting his shell away before stopping.

"You know, with the benefit of hindsight..." a weak and damaged Ultron was punched away by Hulk, forcing the drones to all try to escape.

"They will try to leave the city." Thor said.

"We can't let them, not even one. Rhodey." Tony called.

"Dani, Valerie." Danny called.

"I am on it." Rhodey said.

"We see them." Dani said.

"Oh, no. I didn't say you could leave." Rhodey said.

"You all aren't going anywhere." Dani said.

"War Machine coming at you! Right..." Rhodey said as Dani, Valerie and himself destroyed a few drones.

The rest of the drones were suddenly destroyed by Vision, much to Rhodey, Valerie, and Dani's bewilderment.

"Okay, what?" Rhodey said bewindered.

"What was that?" Valerie asked.

Back at the church, Steve was giving out orders to the other Avengers.

"We got to move out. Even I can tell the air is getting thin. You guys get to the boats. I will sweep for stragglers. Be right behind you." Steve ordered.

"What about the core?" Clint asked.

"I will protect it." Wanda said, volunteered, earning a look from Clint. "It's my job."

"Nat. This way." Clint said before leaving the church with Natasha and Steve.

Pietro destroyed another drone in the church.

"Get the people on the boats." Wanda ordered her brother.

"I am not going to leave you here." Pietro said.

"I can handle this." Wanda said before destroying a drone with her hex bolts. "Come back for me when everyone else is off. Not before."

Pietro grunts in annoyance. He begins to walk out.

"You understand?" Wanda asked.

"You know, I am 12 minutes older than you." Pietro smirked.

"Go." Wanda chuckled.

Meanwhile, Tony is positioning himself under the rising rock and city.

 _"Boss, power levels are way below..."_ FRIDAY said before being cut off.

"Reroute everything. We get one shot at this." Tony said.

As everyone is evacuating, no doesn't know that a damaged Ultron made his way to the Quinjet. At the same time, Clint was talking to Natasha while driving a Audi.

"I know what I need to do. The dining room. If I knock out that east wall, it'd make a nice workspace for Laura, huh?" Clint said, talking about a house project. "Put up some baffling. She can't hear the kids running around. What do you think?"

"You guys always eat in the kitchen anyway." Natasha replied.

"No one eats in a dining room." Clint said as he parks the car and hears the Hulk's roar.

"We don't have a lot of time." Clint warned.

"So get your ass on a boat." Natasha before going to comfort the Hulk. Natasha looks at the Hulk and Hulk looks at Natasha. Natasha took out one of her gloves to prepare for the lullaby and return the Hulk back to normal.

"Hey, big guy. Sun's getting real low." Natasha said.

Meanwhile, Clint enters the boat with the other Avengers and people.

"You're safe now. You're going to be okay. Buckle up." Steve said to a civilian.

Clint looks around until a panic woman gets his attention.

"Costel! We were in the market. Costel..." the woman said.

Clint then spots the little boy. He gets off the boat and runs off to go rescue him.

Meanwhile, Tony use his red palladium lasers to cut through a piece of metal in order to access to the vibranium engine and spire.

"Thor, Danny, I am going to need you two back in the church." Tony said.

"Okay, but I gotta let you know now. When it comes to my Asgardian shockwave, I've never created a force field to prepare for it the size of the rising rock. I don't know how long I can hold it." Danny said.

"Is this the last of them?" Thor asked Steve on the civilians.

"Yeah. Everyone else is on the carrier." Steve said.

"You know, this works, we maybe don't walk away." Tony said.

"Maybe not." Thor commented.

Back at Natasha and Hulk, Natasha was about to do the lullaby in order for her to calm Hulk down and revert him back to normal but unfortunately this was prevented as a hail of bullets almost shot the two Avengers from the Quinjet which was controlled by Ultron.

 _"I got no strings, so I have fun I'm not tied up to anyone."_ Ultron sang while piloting the Quinjet.

Meanwhile, Clint has just rescued the boy name Costel.

"Come on. Time to go." Clint said.

Ultron then fires the Quinjet's Gatling gun towards Clint and Costel. Danny, Thor and Steve got out of the line of fire. Clint realized he was in the line of fire as the bullets from the Quinjet were racing towards him. Before the killing blow was struck, Clint and Costel were saved by Pietro as he sped past them, taking the bullets instead. Clint went wide-eyed seeing the bullet holes on Pietro's body.

"You didn't see that coming?" Pietro said before falling to the ground and dies.

Wanda sensed this and screamed in pure anguish at the loss of her brother, while releasing red energy which destroyed multiple Ultron Sentries, that were trying to reach the core. Thor and Danny flies off to the church. Clint carried off the boy to the boat while Steve took away the deceased Pietro. Hulk then carried Natasha to the helicarrier, dropping her there before lunging towards the Quinjet. Hulk roars as he enters the jet.

"Oh, for God's sake." Ultron didn't finished as Hulk removed Ultron from the jet's controls as the A.I. crashed into a train car.

Steve sets the deceased Pietro as Clint returns the boy to his older sister.

"Zrinka!" Costel said.

"Costel! Baby!" Zrinka cried.

Clint groans before a soldier tried to aid him.

"No, no, I'm fine. Fine." Clint assured before laying down. "It's been a long day."

Wanda has mistakenly left her post and found Ultron at the train car, eyes glowing red and her hands glowing red.

"Wanda. If you stay here, you'll die." Ultron said.

"I just did. Do you know how it felt?" Wanda then use her telekinesis and ripped out the power cell off Ultron's body in revenge for killing her brother. "It felt like that."

However, because Wanda left her post, Ultron was able to take control of a damaged sentry and activate the machine. Steve managed to get to a boat on time as Sokovia starts its plunge. Thrusters went into reverse thrust in order to increase the devastation of the impact as Sokovia plummeted towards the Earth below, taking Wanda, Thor, Tony and Danny with it. The rock starts to burn up due to the friction. Tony used his Unibeam from his arc reactor to counteract the energy being given off through the vibranium engine.

"Thor, Danny, on my mark." Tony said.

Thor summoned a massive bolt of lightning. Danny's eyes, for the first time, glow a dark pupiless blue as his body is surrounded by bright blue ecto-energy and an enormous blue force field surrounds the whole falling rock, preparing for the Asgardian shockwave, at the same time, forming a blue ecto-energy ball between his hands and positioning it on top of the core. Vision flew through the rubble and saved Wanda at the last moment.

"Now!" Tony ordered.

Thor swung Mjølnir down with incredible force, using the power from the lightning and the Asgardian explosive ecto-ball and completely destroying the slab of Sokovia through the mechanism itself. The Asgardian shockwave gets release and successfully spreads more debris widely. The explosion threw Tony off and debris starts to rain down over a large lake. Tony then evades the exposed spire and more debris as they impact at a large lake. Thor and Danny impacts the water, both unconscious.

Meanwhile, Natasha attempts to reach Hulk through the Quinjet's monitors.

 _"Hey, big guy. We did it. The job's finished."_ Natasha said through the monitor as Hulk approaches the controls. _"Now I need you to turn this bird around, okay? We can't track you in stealth mode. So help me out. I need you..."_ Hulk suddenly cuts off the transmission, much to Natasha's shock. The Hulk remained within the Quinjet as he, along with the ship, drifted through the skies.

Back at the ground, the Sokovian city of Novi Grad is now nothing but a large crater. At the same time, Ultron, on the other hand, survived through a final Ultron Sentry. He then spots Vision floating down and landing on the ground. Vision stares at him for a moment.

"You're afraid." Vision said.

 _"Of you?"_ Ultron asked.

"Of death. You're the last one." Vision commented.

 _"You were supposed to be the last. Stark asked for a savior and settled for a slave."_ Ultron said.

"I suppose we are both disappointments." Vision said. Ultron laughed.

 _"I suppose we are."_ Ultron said.

"Humans are odd. They think order and chaos are somehow opposites and try to control what won't be. But there is grace in their failings. I think you missed that." Vision said.

 _"They're doomed."_ Ultron said.

"Yes. But a thing isn't beautiful because it lasts. It's a privilege to be among them." Vision said.

 _"You're unbearably naive."_ Ultron remarked.

"Well... I was born yesterday." Vision remarked.

The Ultron drone was about to attack Vision, but Vision destroyed the attacking drone with the Mind Stone's energy beam, ending the threat of Ultron for good.

 **And that's the end of this chapter. Please review :)**


	12. Chapter 12: The New Avengers

**Well, this is it. The final chapter. It's pretty sad. I'm glad you all enjoy this. Just like the last two stories of this series, after this chapter, there will be a separate chapter which will show the post credit scenes since this is a part of the crossover series of DPxMCU.**

 **Anyway, here's the final chapter.**

Chapter 12: The New Avengers.

At Clint's homestead, it was peace and quiet. Lila and Cooper were reading books and Laura was putting away a teapot when she sense that someone was behind her. Laura gasped when she saw Clint standing at the front door. She smiled and went to hug him.

* * *

Tony was driving his sportscar to the New Avengers Facility at upstate New York. Inside the facility, personnel were busy. Among the personnel are Maria Hill, Dr. Helen Cho and Dr. Erik Selvig. At that same time, Natasha was alone at a large room, looking at the phone. It shows Clint and Laura's newborn child name Nathaniel Pietro Barton in honor of fallen Avenger Pietro Maximoff.

 _"Look! Say hi to Auntie Nat!"_ Laura said through the recording. Natasha smiled.

"Fat." Natasha commented.

"One of our tech boys flagged this. Splashed down in the Banda Sea." Fury said, approaching Natasha and show her a tablet. "Could be the Quinjet. But with Stark's stealth tech, we still can't track the damn thing."

"Right." Natasha said.

"Probably jumped out and swam to Fiji. He'll send a postcard." Fury said before trying to leave.

"'Wish you were here'." Natasha quoted a postcard before realized something and stared at Fury. "You sent me to recruit him way back when. Did you know then what was gonna happen?"

"You never know. You hope for the best, then make do with what you get. I got a great team." Fury replied.

"Nothing lasts forever." Natasha said.

"Trouble, Ms. Romanoff. No matter who wins or loses, trouble still comes around." Fury said before leaving Natasha alone.

* * *

Meanwhile, Steve, Danny, Thor and Tony were having a conversation about the future of the Avengers, the Mind Stone, Vision and Mjølnir.

"The rules have changed. We're dealing with something new. Oh, the Vision is artificial intelligence." Steve said.

"True, very true." Danny said.

"A machine." Tony said.

"So, it doesn't count?" Steve said.

"No, it's not like a person lifting the hammer." Tony said.

"Right, different rules for us." Steve said.

"Nice guy. Artificial." Tony said.

"Thank you." Steve said.

"He can wield the hammer, he can keep the Mind Stone. It's safe with the Vision. And these days, safe is in short supply." Thor said.

"I agree, Thor. Someone would have to be stupid enough to steal the Mind Stone from the Vision." Danny said.

"But if you put the hammer in an elevator..." Steve continued.

"It would still go up." Tony said.

"Yeah, it's not a person lifting it." Danny said.

"Elevator's not worthy." Steve said.

"I'm gonna miss these little talks of ours." Thor said, patting Tony's shoulder.

"Not if you don't leave." Tony said.

"I have no choice. The Mind Stone is the fourth of the Infinity Stones to show up in the last few years. It's not a coincidence." Thor said as the four Avengers go outside the facility. "Someone has been playing an intricate game and has made pawns of us. And once all these pieces are in position..."

"Triple Yahtzee." Tony said.

"We'll find the culprit." Danny said.

"You think you can find out what's coming?" Steve asked.

"I do." Thor said before looking at Tony and walking a distance from his friends. "Besides this one, there's nothing that can't be explained."

"We'll miss you, Thor." Danny said.

Thor looked at Steve, Danny and Tony once last time before a bright rainbow like beam of energy appeared from the sky and Thor disappeared, heading back to Asgard. Steve, Danny and Tony looked at the pattern that the Bifrost left at the grass.

"That man has no regard for lawn maintenance. I'm gonna miss him, though. And you two are gonna miss me. There's gonna be a lot of manful tears." Tony said as he starts his sportscar.

"I'll miss you too, Tin Can. Shame you have to retire from the team." Danny said.

"I will miss you, Tony." Steve said.

"Yeah? Well, it's time for me to tap out. Maybe I should take a page out of Barton's book. Build Pepper a farm, hope nobody blows it up." Tony said.

"The simple life." Steve said.

"You'll get there one day." Tony said.

"Don't worry, Steve. You're time will come. You too, Tony. You both deserve it." Danny said.

"I don't know. Family, stability... The guy who wanted all that went in the ice 75 years ago. I think someone else came out." Steve said.

Tony then open his car before asking Steve...

"You all right?"

"I'm home." Steve said as he hears soldiers shouting in the distance.

With that, Tony leaves the facility, leaving Steve and Danny alone.

"Well, Cap. Guess this is it for me." Danny said.

"You sure about this?" Steve asked.

"I have to. The time has come for me to return to Amity Park. I need to get back to my old roots and college. Not to mention spend some time with my beautiful Goth girlfriend." Danny said.

"Well, you have a town to protect. Big responsibility." Steve said.

"You know, ever since I was kid, I idolized you, Cap. I wanted to be just like you, a man who was scrawny and wimpy and then turn out to be a brave and kind-hearted hero. That inspired me. I got the chance from a lab accident that turned me half-ghost. People, especially my peers back in high school like the A-Listers, never thought a scrawny and wimpy kid from a small town and the son of professional ghost hunters would ended up being a brave and kind-hearted hero. You're one of a few people who changed my life." Danny said.

"That means a lot, Danny. You know, your grandfather would have been proud of you. I'm glad Harry got married. I remember him when he was young and single." Steve said.

"I wish he would have been alive to meet Jazz, Dani and myself. Speaking of that, you're welcome to my home anytime. And Jazz's tutoring offer still stands if you have anything that you want to catch up." Danny said.

"I'll be sure visit you, sometime, when I get the chance. And, sure. I'll let your sister tutor me. I still need to catch up." Steve said.

"Okay, I'll let Jazz know. Anyway, you don't mind training our two special recruits from my team? After all, they proved themselves." Danny asked.

"Don't worry. They'll be in good care." Steve replied.

"Good. Well, this is goodbye." Danny said.

Danny and Steve shook hands. Danny then backed up. He then changed into ghost form and flew off, starting his long journey back to Amity Park.

* * *

Natasha was still in the same room alone, staring at the wall until Steve stood behind her.

"You wanna keep staring at the wall, or do you wanna go to work?" Steve said, taking Natasha out of her thoughts. "I mean, it's a pretty interesting wall."

"I thought you, Danny and Tony were still gazing into each other's eyes." Natasha joked. "How do we look?"

"Well, we're not the '27 Yankees." Steve replied.

"We got some hitters." Natasha said, looking through a tablet.

"They're good. They're not a team." Steve said.

"Let's beat them into shape." Natasha said.

The duo then walked through double doors into a large room, preparing to train new recruits James Rhodes, Vision, Sam Wilson, Wanda Maximoff, Danielle Fenton and Valerie Gray.

"Avengers..." Steve said.

 **And that's the end of this story. There is an extra chapter which will show the post-credit scenes. I'm glad that you enjoy this story and thank you for the awesome reviews. Please review this chapter as well as the post-credit scenes. Take care. :)**


	13. Post Credit Scenes

A vault opens revealing the Infinity Gauntlet. Suddenly, the powerful Titan Thanos puts on the Infinity Gauntlet since that both Asgardian Loki and Kree Ronan the Accuser failed him in his quest to find and retrieve the Infinity Stones.

"Fine. I'll do it myself." Thanos declared and grins.

* * *

In the darkness, a ghost portal is forcefully opened at Vlad's abandoned mansion and appearing out of the portal is Dan Phantom, the alternate evil future version of Danny who now exists out of time since his timeline is wiped out from existence thanks to his past self, and he is wearing the ancient ghostly artifact, the Universal Gauntlet, the ghostly twin of the Reality Gauntlet. Dan has made it to Vlad's abandoned lab for he is preparing for his revenge.

"Soon, Danny, your nightmare will return and you will face the power of my Universal Gauntlet, and I will destroy this timeline and those you care about. And soon, the girl will face her nightmare and future." Dan said with an evil grin.

 **Danny Phantom will return in GHOSTLY AVENGER: CIVIL WAR**


End file.
